Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Barclays Bank PLC /Eng/), Stock Purchase Agreement (BlackRock Inc.), Stock Purchase Agreement (Barclays Bank PLC /Eng/)
Reasonable Best Efforts. (a) (i) Seller Subject to the express provisions of Section 5.4 and Buyer shall cooperate and shallSection 5.7 hereof, and Seller shall cause upon the other terms and subject to the conditions set forth herein, each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties hereto in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, includingincluding by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect obtain all necessary noticesactions or nonactions, reports and other filings and to obtain as promptly as reasonably practicable all waivers, consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or advisable to be obtained proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any third party and/or any Government Entity in order additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make may be consummated as promptly as reasonably practicable all filings on the terms contemplated by this Agreement and submissions required under otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any applicable Law in connection with such Legal Requirement, if available), this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforhereby.
Appears in 4 contracts
Samples: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Ltd.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, reasonably actions that are necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, includingthe Offer, (x) preparing the Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (yiii) taking all actions reasonably necessary in order vigorously resist and contest any Action, including administrative or judicial Action, and seek to comply with have vacated, lifted, reversed or satisfy the requirements of overturned any applicable Law decree, judgment, injunction or other requirements of any Government Entity order (whether temporary, preliminary or permanent) that would is in effect and that could restrict, prevent the or prohibit consummation of the transactions contemplated hereby, including, without limitation, by vigorously pursuing all avenues of administrative and judicial appeal, and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement by the Termination DateAgreement; provided, however, that Buyer neither the Company nor any of its Subsidiaries shall notcommit to the payment of any material fee, and shall cause its Affiliates not to, penalty or other consideration or make any filing for any such noticeother material concession, report waiver or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required amendment under any applicable Law Contract in connection with this Agreement obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of Parent and file the Company shall act reasonably and as promptly any additional information requested under any as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforhereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) Seller and Buyer shall cooperate and including those contained in this Section 5.09), each of the parties hereto shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates Subsidiaries to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper proper, or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary material consents or waivers from third parties; and (yiii) the execution and delivery of any additional instruments necessary to consummate the Mergers and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking all of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably necessary required in order to comply with effectuate the taking of such actions. Each party hereto shall promptly inform the other party or satisfy parties hereto, as the requirements case may be, of any applicable Law or other requirements of material communication from any Government Governmental Entity that would prevent the consummation regarding any of the transactions contemplated by this Agreement by Agreement. If the Termination Date; providedCompany, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filingson the one hand, or initiate Parent, Merger Sub, or Second Merger Sub, on the other hand, receives a request for additional information or documentary material from any communications with any Government Governmental Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and file promptly any additional information requested under after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Law Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with this Agreement and the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, after receipt toll, or extend any applicable waiting period under any applicable Laws, without the prior written consent of the request thereforother (such consent not to be unreasonably withheld, conditioned, or delayed).
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer party hereto shall use its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take take, or cause to be taken taken, promptly all actions, and do to do, or cause to be done done, promptly and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this AgreementAgreement and the Related Documents, including: (i) the obtaining of all necessary Consents required to consummate the transactions contemplated by this Agreement and the Related Documents in a timely manner, including any Consent required under any Legal Requirement, Contract, Lease or Easement applicable to the Business and all Consents listed in Schedule 5.3, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Related Documents or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed, and (yiii) taking all actions reasonably necessary in order to comply with or satisfy the requirements execution and delivery of any applicable Law additional instruments necessary to consummate the transactions contemplated by this Agreement and the Related Documents; provided, however, that in no event shall Seller or its Affiliates be required to pay any penalty, compensation or other requirements consideration to any third party for any such Consent. In the event that any Proceeding is commenced challenging the proposed transactions contemplated by this Agreement or the Related Documents, each of the parties shall cooperate with each other and use its respective reasonable best efforts to contest and resist any Government Entity such Proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that would prevent the is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement by or the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforRelated Documents.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Laclede Group Inc), Purchase and Sale Agreement (Laclede Gas Co)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties and Buyer use (and shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts (unless, with respect to take any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and assist and cooperate with the other parties hereto in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective cause the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including (A) preparing and filing promptly all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents and (B) executing and delivering any additional instruments necessary to consummate the Transactions, (ii) obtain as promptly as reasonably practicable all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including any such approvals, consents, registrations, waivers, orderspermits, interpretive guidanceauthorizations, exemptionsorders and other confirmations required under applicable Antitrust Laws, permits and authorizations necessary (iii) take all steps that are necessary, proper or advisable to be obtained from avoid any Actions by any Governmental Authorities with respect to this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party and/or (excluding any Government Entity in order to consummate the transactions contemplated by Governmental Authority), whether judicial or administrative, challenging this Agreement, and (y) taking all actions reasonably necessary in order to comply with Agreement or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would otherwise prevent or materially delay the consummation of the transactions contemplated by Transactions; provided that nothing in this Section 5.05 or otherwise in this Agreement shall require (and reasonable best efforts or commercially reasonable efforts shall in no event require) Parent or any of its Affiliates to (x) litigate any Action by or on behalf of any Governmental Authority seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Termination DateTransactions or (y) take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition; provided, howeverfurther, that Buyer shall notwithout the prior written consent of Parent, the Partnership and shall cause its Affiliates shall not totake or refrain from or agree to the taking or refraining from any action (including any amendment, make any filing for any such notice, report waiver or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content termination of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoingagreement, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by including this Agreement) or to permit or suffer to exist any restriction, and file promptly any additional information requested under any applicable Law condition, limitation or requirement that would or would reasonably be expected to result, individually or in connection with this Agreement and the transactions contemplated by this Agreementaggregate, after receipt of the request thereforin a Burdensome Condition.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (New Fortress Energy Inc.), Agreement and Plan of Merger (Golar LNG Partners LP), Agreement and Plan of Merger (Golar LNG LTD)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall use (and Buyer shall cause its Affiliates to, and Buyer shall use affiliates to use) its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement Agreement, including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and making all necessary registrations and filings and taking all steps as promptly as reasonably practicablemay be necessary to obtain an approval or waiver from, includingor to avoid an action or proceeding by, any Governmental Entity, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect obtaining all necessary noticesconsents, reports approvals or waivers from third parties and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits approvals and authorizations necessary or advisable waivers from third parties reasonably requested by Parent to be obtained from any third party and/or any Government Entity in order to consummate respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement, and (yiii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of defending any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by the Termination Datethis Agreement; provided, however, that Buyer prior to the Effective Time in no event shall notthe Company or any of its Subsidiaries be required to pay or, and shall cause its Affiliates absent the prior written consent of Parent (such consent not toto be unreasonably withheld, make conditioned or delayed), pay or commit to pay any filing for any such noticematerial fee, report material penalties or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect other material consideration to any antitrust landlord or merger filingsother third party to obtain any consent, approval or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on waiver required for the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance consummation of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required Merger under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforreal estate leases or Company Material Contracts.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triquint Semiconductor Inc), Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Osi Restaurant Partners, Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) Seller and Buyer shall cooperate and shallincluding Section 6.02), and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties shall use its all reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as most expeditious manner reasonably practicable, the Offer, the Merger and the other Transactions, including, : (xi) preparing and filing as promptly as reasonably practicable all documentation to effect the obtaining of all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvalsactions or nonactions, waivers, ordersconsents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, interpretive guidanceor to avoid an action or proceeding by, exemptionsany Governmental Entity, permits and authorizations (ii) the obtaining of all necessary consents, approvals or advisable to be obtained waivers from any third party and/or any Government Entity in order to consummate parties, (iii) the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements defending of any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement by the Termination DateAgreement; provided, however, that Buyer Parent shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect be required to consent to any antitrust or merger filings, or initiate any communications action described in paragraph (a) of Annex 1 to this Agreement. In connection with any Government Entity with respect to any antitrust or merger filings, and without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer Parent, Sub, the Company and Seller shallthe Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Offer, the Merger and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make other Transactions may be consummated as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with on the terms contemplated by this Agreement and otherwise to minimize the transactions contemplated by this Agreementeffect of such statute or regulation on the Offer, and file promptly any additional information requested under any applicable Law in connection with this Agreement the Merger and the transactions contemplated by this Agreement, after receipt of the request thereforother Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Ruby Merger Corp.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, reasonably actions that are necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing the Mergers and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and (yiii) taking all actions reasonably execute and deliver any additional instruments necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of consummate the transactions contemplated by hereby and fully to carry out the purposes of this Agreement by the Termination DateAgreement; provided, however, that Buyer neither the Company nor any of its Subsidiaries shall notcommit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the Parties shall furnish to each other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and to the extent practicable each shall cause its Affiliates not consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, make any filing for third party and/or any Governmental Entity in connection with the Mergers and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such noticetransactions, report or filing and, to the extent practicable under the circumstances, shall provide the other Party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of consentsany filing, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust investigation or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law other inquiry in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefortherewith.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Pioneer Energy Services Corp), Agreement and Plan of Merger (Patterson Uti Energy Inc)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to ----------------------- the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, including (xa) preparing and filing as promptly as reasonably practicable all documentation to effect the obtaining of all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvalsactions or non-actions, waivers, ordersconsents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, interpretive guidanceor to avoid an action or proceeding by any Governmental Entity, exemptions(b) the obtaining of all necessary consents, permits approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and authorizations (d) the execution and delivery of any additional instruments necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer the -------- ------- Company shall not, and shall cause its Affiliates not to, make be under no obligation to take any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant action to the transaction contemplated under this Agreements extent that the Board of Directors shall conclude in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreementgood faith, after receipt consultation with the Company's outside counsel, that such action could be inconsistent with the Board of the request thereforDirectors' fiduciary obligations under applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CCH Inc), Agreement and Plan (Wolters Kluwer Nv /Adr/), Agreement and Plan of Merger (Commerce Clearing House Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (i) Seller and Buyer shall cooperate and shallincluding Section 5.4(d)), and Seller shall cause each of the Transferred Entities toAMID Entities, on the one hand, and Buyer the SXE Entities, on the other hand, shall cooperate with the other and use (and shall cause its Affiliates to, and Buyer shall use their respective Subsidiaries to use) its reasonable best efforts to cause the Majority Stockholders to(i) take, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other in doing, all things, reasonably necessary, proper or advisable on their respective parts under this Agreement applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and applicable Laws in any event no later than the Outside Date) and to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicablehereby, including, (x) including preparing and filing as promptly as reasonably practicable and fully with any Governmental Authority all documentation to effect all necessary filings, notifications, notices, reports and other filings and to obtain as promptly as reasonably practicable all consentspetitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) and maintain all approvals, waiversconsents, ordersclearances, interpretive guidanceexpirations or terminations of waiting periods, exemptionsregistrations, permits permits, authorizations and authorizations necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreementhereby, and (yiii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of defend any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement by hereby or seek to have vacated, lifted, reversed or rescinded any injunction or restraining order or other order that prohibits, prevents, restricts or otherwise adversely affects the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance ability of the transaction before a merger filing is submitted Parties to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummate the transactions contemplated by this Agreementhereby and (iv) obtain all necessary consents, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforapprovals or waivers from third parties.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Southcross Energy Partners, L.P.), Agreement and Plan of Merger (American Midstream Partners, LP)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and conditions set forth in this Agreement, each of the parties hereto shall, and Seller shall cause each of the Transferred Entities its Subsidiaries to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take promptly take, or cause to be taken taken, all actions, and do to promptly do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate the Offer, consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (yii) obtaining all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all actions reasonably steps as may be necessary in order to comply with obtain an approval or satisfy the requirements of waiver from, or to avoid an action or proceeding by, any applicable Law Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement by the Termination Date; providedAgreement, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with (v) publicly supporting this Agreement and the transactions contemplated by this Agreement, Merger and file promptly (vi) executing and delivering any additional information requested under any applicable Law in connection with this Agreement and instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. In addition, after receipt if at any time prior to the Effective Time any event or circumstance relating to either the Company or Parent or the Purchaser or any of their respective subsidiaries should be discovered by the request thereforCompany or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement as Agreement. Each of the parties hereto will use its reasonable best efforts and cooperate with one another (i) in promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation determining whether any filings are required to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all be made or consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and or authorizations necessary or advisable are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third party and/or parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations as may be required or necessary to transfer any Government Entity assets and related liabilities of the Companies to the Surviving Corporations in order to consummate the Mergers, in connection with the transactions contemplated by this Agreement, including the Mergers, and the Voting Agreement and (yii) taking all actions reasonably necessary in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. Parent and the Companies shall mutually cooperate in order to comply with or satisfy facilitate the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation achievement of the transactions contemplated by this Agreement by benefits reasonably anticipated from the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityMergers. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in In connection with this Agreement the legal opinions referred to in Sections 6.02(c) and 6.03(c), Parent, GC Merger Sub, IPC Merger Sub, IPC Systems and the transactions contemplated by this Agreement, Companies agree to deliver letters of representation reasonable under the circumstances as to their present intention and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforpresent knowledge.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Global Crossing Holdings LTD), Agreement and Plan of Merger (Cable Systems Holding LLC), Agreement and Plan of Merger (Global Crossing LTD)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer conditions of this Agreement, the Company and Parent shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations things necessary or advisable to be obtained from any third party and/or any Government Entity in order desirable under Applicable Law to consummate the transactions contemplated by this Agreement, including (A) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (yB) taking obtaining and maintaining all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedapprovals, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvalspermits, waiversauthorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, orders, interpretive guidance, exemptions, permits and authorizations with respect proper or advisable to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (i) entering into any settlement, and file promptly undertaking, consent decree, stipulation or agreement, or commencing any additional information requested under litigation, with any applicable Law Governmental Authority in connection with this Agreement the transactions contemplated hereby, (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its, the Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties, or (iii) providing or obtaining any personally identifiable information of (x) any individuals who are Affiliates of Parent or (y) any directors, members, partners, officers or employees of any Affiliates of Parent, other than, in each case, any directors, officers or employees of the Merchant Banking Division of Xxxxxxx Xxxxx & Co, Inc. The Company and Parent agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement the transactions contemplated by this Agreement, after receipt . Each of Parent and the request thereforCompany shall split equally the payment of all filing fees required in connection with filings under the HSR Act (and shall make such equal payment on the date that such filing is made).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Ebix Inc)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, includingthe Merger, including using reasonable best efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (xii) preparing and filing as promptly as the obtaining of such reasonably practicable all documentation to effect all necessary noticesactions, reports and other filings and to obtain as promptly as reasonably practicable all waivers, consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or advisable proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Merger, including the consents referred to be obtained from in Schedule 2.5 of the Company Schedules, (iv) the defending of any third party and/or suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any Government stay or temporary restraining order entered by any court or other Governmental Entity in order vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, and (y) taking all actions reasonably necessary nothing in order this Agreement shall be deemed to comply with require BRPA or satisfy the requirements Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any applicable Law business, assets or other requirements property, or the imposition of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment material limitation on the content ability of any merger filing relevant of them to the transaction contemplated under this Agreements in order conduct their business or to present the best case for unconditional clearance own or exercise control of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoingsuch assets, each of Buyer properties and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforstock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Agreement and Plan of Merger (Big Rock Partners Sponsor, LLC), Agreement and Plan of Merger (Big Rock Partners Acquisition Corp.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause in all cases subject to Section 7.2(b), each of Parent, Merger Sub and the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Company shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, reasonably actions that are necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement effective, as promptly as reasonably practicable, includingthe Transactions, including using reasonable best efforts to (xa) preparing cause (i) each of the conditions to the Offer set forth in Section 2.1(a) and filing Annex A to be satisfied and (ii) each of the conditions to the Merger set forth in Article VIII to be satisfied, in each case as promptly as reasonably practicable all documentation to effect all necessary noticesafter the date of this Agreement, reports and other filings and to obtain (b) obtain, as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate after the transactions contemplated by date of this Agreement, and (y) taking maintain all necessary actions reasonably or non-actions and Consents from Governmental Authorities and make all necessary in order to comply registrations, declarations and filings with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, howeverGovernmental Authorities, that Buyer shall notare necessary to consummate the Offer and the Merger, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable (c) obtain all filings and submissions required necessary Consents under any applicable Law Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the transactions contemplated by this Agreementconsummation of the Transactions and (d) reasonably cooperate with the other party or parties with respect to any of the foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and file promptly the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments) or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract, or provide additional information requested security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any applicable Law in connection with this Agreement and Contract; provided that, if so requested by Parent, the transactions contemplated by this AgreementCompany shall agree to any such payment, after receipt consideration, security or Liability that is conditioned upon the consummation of the request thereforOffer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties and Buyer use (and shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts (unless, with respect to take any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and assist and cooperate with the other parties hereto in doing, all things, things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective cause the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable (and in any event prior to the End Date), the Merger and the other transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary or advisable filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings and to documents, (ii) obtain as promptly as reasonably practicable all approvals, consents, registrations, approvals, waivers, ordersPermits, interpretive guidanceauthorizations, exemptionsorders and other confirmations from any Governmental Entity necessary, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, (iii) execute and deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement and (yiv) taking all actions reasonably necessary defend or contest in order to comply with good faith any Action brought by a third party that could otherwise prevent or satisfy the requirements of impede, interfere with, hinder or delay in any applicable Law or other requirements of any Government Entity that would prevent material respect the consummation of the transactions contemplated by this Agreement by Agreement, in the Termination Date; providedcase of each of clauses (i) through (iv), howeverother than with respect to filings, that Buyer shall notnotices, petitions, statements, registrations, submissions of information, applications and shall cause its Affiliates not toother documents, make any filing for any such noticeapprovals, report or filing in respect of consents, registrations, approvalsPermits, waiversauthorizations and other confirmations relating to Regulatory Laws, orders, interpretive guidance, exemptions, permits which are the subject of Section 6.03(c) and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforSection 6.03(d).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (Entegris Inc)
Reasonable Best Efforts. Subject to the terms and conditions of this Agreement and subject to the provisions of Sections 5.3 and 5.12 below, Company and Parent shall each cooperate with the other and use (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to (a) promptly (i) take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Laws, to cause the conditions to Closing to be satisfied and to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly soon as reasonably practicable, including, (x) including preparing and filing as promptly as reasonably practicable and fully all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents (except that the Certificate of Merger shall be filed contemporaneously with the Closing), and to (ii) obtain as promptly as reasonably practicable all approvals, consents, registrations, approvalspermits, waiversauthorizations and other confirmations from any Governmental Entity or third Person necessary, orders, interpretive guidance, exemptions, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, Transactions and (yb) taking take all reasonable actions reasonably necessary in order to comply with ensure that no state takeover statute or satisfy the requirements of similar Law is or becomes applicable to any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions Transactions and, if any state takeover statute or similar Law becomes applicable to Company or any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement by and otherwise lawfully minimize the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any effect of such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment Law on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforTransactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this Agreement, including Section 7.02 (i) Seller and Buyer shall cooperate and shalle)-(h), and Seller shall cause each of the Transferred Entities toCompany, Parent and Buyer Merger Sub shall use (and cause its Affiliates to, and Buyer shall use affiliates to use) its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties and all consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Offer, the Merger, this Agreement or the transactions contemplated by this Agreement as promptly as reasonably practicable(it being understood that the failure to receive any such consents, includingapprovals or waivers shall not be a condition to Parent’s and Merger Sub’s obligations hereunder), (xiii) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesthe defending of any lawsuits or other legal proceedings, reports and whether judicial or administrative, challenging this Agreement, the Offer, or the consummation of the Offer or the Merger or the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (yiv) taking all actions reasonably necessary in order to comply with or satisfy the requirements execution and delivery of any applicable Law additional instruments necessary to consummate the Offer or the Merger and the other transactions contemplated by this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other requirements of consideration to any Government Entity that would prevent third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law Contract or to incur any material cost or expense in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforperformance hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Campbell Thomas J), Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Michael Baker Corp)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) Seller and Buyer shall cooperate and shallincluding those contained in this Section 6.8), and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper proper, or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities; (ii) the obtaining of all necessary consents or waivers from third parties; and (yiii) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. The Company and Purchaser shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking all of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably necessary required in order to comply with effectuate the taking of such actions. Each party hereto shall promptly inform the other party or satisfy parties hereto, as the requirements case may be, of any applicable Law or other requirements of communication from any Government Entity that would prevent the consummation Governmental Authority regarding any of the transactions contemplated by this Agreement by Agreement. If the Termination Date; providedCompany, howeveron the one hand, that Buyer shall notor Purchaser, and shall cause its Affiliates not toon the other hand, make receives a request for information or documentary material from any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations Governmental Authority with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and file promptly any additional information requested under after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Law Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with this Agreement and the transactions contemplated by this Agreement. The Company shall not commit to or agree with any Governmental Authority to stay, after receipt toll, or extend any applicable waiting period under the HSR Act, if ultimately applicable, or other applicable Antitrust Laws, without the prior written consent of the request thereforPurchaser (such consent not to be unreasonably withheld, conditioned, or delayed).
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)
Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each Each of the Transferred Entities to, Company and Buyer shall cause its Affiliates to, and Buyer shall Tribune agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Majority Stockholders Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Offer and the Merger. Each of the Company and Tribune shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Authorization of, or cause any exemption by, any Governmental Entity or other public or private third party required to be taken all actionsobtained or made by Tribune, the Company or any of their Subsidiaries in connection with the Offer and do the Merger or cause to be done all things, reasonably necessary, proper the taking of any action contemplated thereby or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableor the Voting Agreement; PROVIDED, including, (x) preparing and filing as promptly as reasonably practicable all documentation that Tribune shall not be required to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreementagree, and (y) taking all actions reasonably necessary in order the Company shall not agree without Tribune's consent, to comply with waive any substantial rights or satisfy the requirements to accept any substantial limitation on its operations or to dispose of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law material assets in connection with this Agreement and obtaining any such Authorization unless such waiver, limitation or disposition would not reasonably be expected to have a Material Adverse Effect on the transactions contemplated by this AgreementCompany or on Tribune, and file promptly PROVIDED, further, that at Tribune's written request, the Company shall agree to any additional information requested under any applicable Law in connection with this Agreement such waiver, limitation or disposal, which agreement may, at the Company's option, be conditioned upon and the transactions contemplated by this Agreement, after receipt effective only as of the request thereforEffective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Tribune Co), Agreement and Plan of Merger (Stinehart William Jr)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of subject to Section 6.5(c), GameStop and the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Company shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, as promptly as practicable, the transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by hereby and to fully carry out the purposes of this Agreement as promptly as reasonably practicable, includingAgreement, (xiv) preparing and filing as promptly as reasonably practicable all documentation to effect the obtaining of all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrationsapprovals or waivers from third parties, approvalsincluding any such consents, waiversapprovals or waivers required in connection with any remedy agreement reached with any Governmental Entity, orders(v) subject to Section 6.5(c), interpretive guidancethe avoidance or the negotiated settlement of each and every impediment under any antitrust, exemptionsmerger control, permits competition or trade regulation Law (collectively, the “Antitrust and authorizations necessary or advisable Competition Laws”) that may be asserted by any Governmental Entity with respect to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, so as to enable the Closing to occur, and (yvi) taking all actions reasonably necessary in order to comply the event that each and every impediment identified in Section 6.5(a)(v) cannot be avoided or otherwise remedied in accordance with or satisfy that provision, then the requirements defending of any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any injunction, stay or temporary restraining order entered by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report court or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust other Governmental Entity vacated or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityreversed. Without limiting the generality of Notwithstanding the foregoing, each in the event that (x) the parties are required to defend any lawsuits or other legal proceedings in accordance with clause (vi) above and (y) one of Buyer the parties (the “Objecting Party”) in good faith does not wish to participate in the defense of such lawsuits or other legal proceedings, subject to Section 8.1(b)(i), the Objecting Party shall be required to participate in such defense in accordance with clause (vi) above as long as the non-objecting party pays all of the fees, costs and Seller shallexpenses, and Seller shall cause the Transferred Entities toincluding attorneys’ fees, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law incurred in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt defense of the request thereforlawsuits or other legal proceedings.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and conditions set forth in this Agreement, each of the parties hereto shall, and Seller shall cause each of the Transferred Entities its Subsidiaries to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take promptly take, or cause to be taken taken, all actions, and do to promptly do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly soon as reasonably practicable, includingincluding (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect obtaining all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvalsactions or non-actions, waivers, ordersconsents, interpretive guidanceclearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, exemptionsclearance or waiver from, permits and authorizations or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or advisable to be obtained waivers from third parties, (iv) defending any third party and/or any Government Entity in order to consummate lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, and (yv) taking all actions reasonably necessary in order to comply with or satisfy publicly supporting this Agreement, the requirements of any applicable Law or other requirements of any Government Entity that would prevent Offer, the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and file promptly the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional information requested under any applicable Law in connection with this Agreement and instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. In addition, after receipt if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the request thereforCompany or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Raven Acquisition Corp.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (i) Seller and, in the case of Parent and Buyer its Subsidiaries, the terms and conditions of the KMP Merger Agreement and the EPB Merger Agreement), Parent, on the one hand, and the Company, on the other hand, shall cooperate with the other and shall, use and Seller shall cause each their respective Subsidiaries to use (it being understood that with respect to EPB and EPB General Partner and their respective Subsidiaries, Parent’s obligations shall only apply to the extent such obligation is appropriate under the Organizational Documents of the Transferred Entities to, EPB and Buyer shall cause its Affiliates to, EPB General Partner and Buyer shall use their respective Subsidiaries) its reasonable best efforts to cause the Majority Stockholders to(i) take, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on their respective parts under this Agreement to cause the conditions to the Closing to be satisfied as promptly as practicable (and applicable Laws in any event no later than the Outside Date) and to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, (x) including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary filings, notifications, notices, reports and other filings and to obtain as promptly as reasonably practicable all consentspetitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, waiversconsents, ordersclearances, interpretive guidanceexpirations or terminations of waiting periods, exemptionsregistrations, permits permits, authorizations and authorizations necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, Agreement and (yiii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of defend any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement by or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the Termination Date; providedability of the parties to consummate the transactions contemplated hereby or, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filingsthe Parent, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance consummation of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement KMP Merger and the transactions contemplated by EPB Merger. For purposes of this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.,
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kinder Morgan Management LLC), Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan, Inc.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best 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, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the Majority Stockholders conditions to Closing to be satisfied as promptly as practicable, (ii) the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or nonactions, waivers, consents, authorizations, orders and approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including approval from FERC under the FPA and filings under the HSR Act or any foreign antitrust, competition or foreign investment Laws) applicable to the Transactions and other registrations, declarations and filings with, or notices to, Governmental Entities, (iv) defending through litigation on the merits any claim asserted in a court or administrative or other tribunal by any Governmental Entity acting pursuant to applicable Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Outside Date, (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, responding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In the event that any litigation, administrative or judicial action or other proceeding is commenced challenging the Merger or any of the other Transactions, each of Parent and the Company shall cooperate with each other and use their its respective reasonable best efforts to take contest and resist any such litigation, action or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings proceeding and to obtain as promptly as reasonably practicable all consentshave vacated, registrationslifted, approvalsreversed or overturned any decree, waiversjudgment, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law injunction or other requirements of any Government Entity order, whether temporary, preliminary or permanent, that would prevent the is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, Transactions. In connection with and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement Parent and the transactions contemplated by this Agreement, Company and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt their respective Boards of the request therefor.Directors shall
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Agreement and Plan of Merger
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, the Company and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under Applicable Law to consummate in the most expeditious manner possible the transactions contemplated by this Agreement Agreement, including (i) preparing and applicable filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) taking all appropriate actions, and doing, or causing to be done, all things necessary, proper or advisable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and including using its reasonable best efforts to obtain as promptly as reasonably practicable and maintain all approvals, consents, registrations, approvalspermits, waiverslicenses, certificates, variances, exemptions, orders, interpretive guidancefranchises, exemptionsauthorizations and other confirmations of all Governmental Authorities or other third parties that are necessary, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and to fulfill the conditions to the transactions contemplated by this Agreement, and file promptly (iii) defending any additional information requested under actions, suits, claims, investigations or proceedings threatened or commenced by any applicable Law in connection with this Agreement and Governmental Authority relating to the transactions contemplated by this Agreement, after receipt of including seeking to have any stay, temporary restraining order or preliminary injunction entered by any Governmental Authority vacated or reversed, and (iv) cooperating to the request thereforextent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tekelec), Agreement and Plan of Merger (Razor Holdco Inc.), Agreement and Plan of Merger (Thermadyne Holdings Corp /De)
Reasonable Best Efforts. (a) (i) Seller and Buyer Each party shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take make or cause to be taken all actionsmade, in cooperation with the other parties and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement the extent applicable and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, practicable (xand in any event within five (5) preparing Business Days) after the Agreement Date: (i) an appropriate filing of a Notification and filing as promptly as reasonably practicable all documentation Report Form pursuant to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations HSR Act with respect to any antitrust or merger the Offer and the Merger; and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other antitrust, competition, trade regulation (including Japanese Foreign Exchange Law), or initiate other Law relating to the Offer and the Merger, in each case as Parent may deem necessary. Each party shall promptly: (A) respond at the earliest practicable date to any communications requests for additional information made by any Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any Government Entity investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel; and (D) share equally all fees and expenses incurred in connection with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law made in connection with this Agreement and Section 5.5(a). In connection with the transactions contemplated by this Agreementforegoing: (1) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and file promptly any additional information requested under proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (2) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate; (3) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending any meetings, conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto; and (4) the parties hereto shall consult and cooperate with one another in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforany information or proposals submitted in connection with proceedings under or relating to any antitrust Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Lacrosse Footwear Inc)
Reasonable Best Efforts. (a) (i) Seller Subject to the express provisions of Section 5.2 and Buyer shall cooperate Section 5.3 hereof and shallupon the terms and subject to the conditions set forth herein, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, includingincluding using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect the obtaining of all necessary noticesactions or nonactions, reports and other filings and to obtain as promptly as reasonably practicable all waivers, consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or advisable proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to be obtained from have any third party and/or stay or temporary restraining order entered by any Government court or other Governmental Entity in order vacated or reversed, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause ensure that the Majority Stockholders to, make Merger and the other transactions contemplated by this Agreement may be consummated as promptly as reasonably practicable all filings on the terms contemplated by this Agreement and submissions required under any applicable Law in connection with otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforhereby.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, reasonably actions that are necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as reasonably practicable, includingincluding using reasonable best efforts to accomplish the following: (i) obtain all necessary Third Party Approvals, including under any Contract to which Monsoon or Indigo or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound and those Third Party Approvals set out in Section 7.04(a) of the Monsoon Disclosure Letter and the Indigo Parent Disclosure Letter, (xii) preparing obtain all necessary Governmental Approvals (including those in connection with applicable Competition Laws), and filing make all necessary registrations, declarations and filings with, and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity (including in connection with applicable Competition Laws) or to cause the expiration or termination of the applicable waiting periods under any applicable Competition Laws, (iii) resist, contest or defend any Actions (including administrative or judicial Actions) challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have vacated, lifted, reversed or overturned any Judgment that is in effect and that could restrict, prevent or prohibit consummation of the Transactions, and (iv) execute and deliver any additional instruments necessary to consummate the Transactions and fully to carry out the purposes of this Agreement and the other Transaction Documents. In connection with the foregoing, each party shall as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (yi) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly supply any additional information and documentary material that may be requested under by any Governmental Entity pursuant to any applicable Law in connection with this Agreement Competition Laws and the transactions contemplated by this Agreement, after receipt of the request therefor(ii) furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request.
Appears in 3 contracts
Samples: Agreement, Transaction Agreement (Naspers LTD), Transaction Agreement (MakeMyTrip LTD)
Reasonable Best Efforts. (a) (i) Seller Each of the Company and Buyer Parent shall cooperate with and shallassist the other party, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts efforts, to cause the Majority Stockholders topromptly (i) take, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law to consummate and make effective the transactions contemplated by this Agreement hereby as promptly soon as reasonably practicable, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, and to (ii) obtain as promptly as reasonably practicable and maintain all approvals, consents, registrations, approvalspermits, waivers, orders, interpretive guidance, exemptions, permits authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or other Person, including any Government Governmental Entity, that are necessary, proper or advisable to consummate the Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Termination Date. Except as otherwise expressly contemplated hereby, each of the Company and Parent shall not, and shall cause its Subsidiaries not to, take any action or knowingly omit to take any action within its reasonable control where such action or omission would, or would reasonably be expected to, result in (A) any of the conditions to the Merger set forth in Article 6 not being satisfied prior to the Termination Date or (B) a material delay in the satisfaction of such conditions. Neither Parent nor the Company will directly or indirectly extend any waiting period under the HSR Act or other Regulatory Laws or enter into any agreement with a Governmental Entity in order to delay or not to consummate the transactions contemplated by this AgreementAgreement except with the prior written consent of the other, and (y) taking all actions reasonably necessary which consent shall not be unreasonably withheld in order to comply with or satisfy the requirements light of any applicable Law or other requirements of any Government Entity that would prevent the consummation of closing the transactions contemplated by this Agreement by on or before the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement of Merger (Cenveo, Inc), Agreement of Merger (Cadmus Communications Corp/New)
Reasonable Best Efforts. (a) (i) Seller Subject to the fiduciary duties of their respective officers and Buyer shall directors, each party will cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take take, or cause to be taken taken, all appropriate actions, and do to make, or cause to be done made, all things, reasonably filings necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, (x) preparing without limitation, their respective reasonable best efforts to obtain, prior to the Closing Date, all Permits, qualifications and filing orders of Governmental Authorities and parties to Contracts as promptly as reasonably practicable all documentation are necessary to effect all necessary notices, reports and other filings consummate the transactions contemplated by the Agreement and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary fulfill the conditions to Closing contemplated hereby. The parties will pay or advisable cause to be obtained from paid all of their own fees and expenses incurred pursuant to this Section 7.4, including, but not limited to, the fees and expenses of any third broker, finder, financial advisor, legal advisor or similar person engaged by such party. Notwithstanding any other provision hereof, in no event will any party and/or or any Government Entity of their respective Affiliates be required to (a) enter into or offer to enter into any divestiture, hold-separate, business limitation or similar agreement or undertaking in connection with this Agreement or the transactions contemplated hereby, (b) institute or defend any litigation or other legal proceeding, whether judicial or administrative, including, without limitation, seeking to have any stay or temporary restraining order vacated or reversed, or (c) incur any liability or make any payment in connection with any consent or approval or condition to Closing set forth in any subsection of Section 8.1 or 8.2 as applicable in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation . Each of the transactions contemplated by this Agreement by parties will notify and keep the Termination Date; provided, however, that Buyer shall not, and shall cause other advised in reasonable detail as to such party's efforts in complying with its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated obligations under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforSection 7.4.
Appears in 2 contracts
Samples: Agreement (Lithium Technology Corp), Agreement (Lithium Technology Corp)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate subject to the conditions set forth in this Agreement, until the earlier of the Effective Time and shallthe termination of this Agreement in accordance with its terms, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, actions that are reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger, the Share Issuance, the Charter Amendment and the other transactions contemplated by this Agreement as promptly as reasonably practicable(other than waiving any conditions to Closing set forth in Article VI), including, including using reasonable best efforts to accomplish the following: (xi) preparing and filing as promptly as reasonably practicable obtain all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all required consents, registrationsapprovals or waivers from non-Governmental Entity third parties necessary, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate and make effective the Merger, the Share Issuance and the Charter Amendment and the other transactions contemplated by this Agreement, (ii) obtain all necessary actions or non-actions, waivers, consents, clearances, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings with, and take all steps as may be necessary to avoid any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and under any applicable foreign Antitrust Laws with any applicable foreign Governmental Entity and (yiii) taking all actions reasonably necessary execute and deliver any additional instruments, in order each case as necessary, proper or advisable to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of consummate the transactions contemplated by hereby and fully to carry out the purposes of this Agreement by Agreement. Each of the Termination Date; providedparties hereto shall furnish to each other party such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing and will cooperate in responding to any inquiry from a Governmental Entity, howeverincluding promptly (and in no event later than two (2) Business Days) informing the other party of such inquiry, that Buyer shall notconsulting in advance before making any presentations or submissions to a Governmental Entity, and shall cause its Affiliates not tosupplying each other with copies of all material correspondence, make any filing for any such notice, report filings or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Governmental Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SWIFT TRANSPORTATION Co), Agreement and Plan of Merger (Knight Transportation Inc)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and to assist and cooperate with the other parties in doing or causing to be done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Applicable Laws to consummate the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) taking all reasonable actions to cause the conditions set forth in Article VIII to be satisfied as promptly as reasonably practicable, including, ; (xii) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions and other filings and to obtain as promptly as reasonably practicable all New Core Necessary Consents and RDSI Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by (collectively, the Termination Date; provided, however, that Buyer shall not, “Required Approvals”) and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect (iii) taking all reasonable steps as may be necessary to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityobtain all Required Approvals. Without limiting the generality of Notwithstanding the foregoing, each of Buyer and Seller shallnothing in this Section 7.4 shall require Rurban to effect the Spin-Off except as, and Seller shall cause pursuant to such terms, determined by the Transferred Entities to, and Buyer shall cause Rurban Board of Directors in its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforsole discretion.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rurbanc Data Services Inc), Agreement and Plan of Merger (Rurban Financial Corp)
Reasonable Best Efforts. (aSubject to the terms and conditions set forth in this Agreement, and except as set forth on Section 5.05(a) (i) of the Company Disclosure Letter delivered in connection with the LP Investment Agreement, each of the Seller and Buyer shall cooperate and the Investor shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and assist and cooperate with the other parties hereto in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement to ensure that the conditions set forth in Article VI are satisfied, and applicable Laws to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as reasonably practicable, including, subject to Section 5.05(d), using reasonable best efforts to (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticescontest (i) any Action brought, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable threatened to be obtained from brought, by any third party and/or Governmental Entity seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any Government Entity of the Transactions or to impose any terms or conditions in order to consummate connection with the transactions contemplated by this AgreementTransactions and (ii) any Judgment that enjoins, and restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions, (y) taking all actions reasonably necessary in order to comply with obtain the termination or satisfy the requirements expiration of any applicable Law waiting period and/or any approval, consent or other requirements of authorization necessary under any Government Entity that would prevent applicable Foreign Antitrust Laws for the consummation of the transactions contemplated by this Agreement by Transactions and (z) obtain the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment consents set forth on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance Section 6.03(l) of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law Company Disclosure Letter delivered in connection with this Agreement the LP Investment Agreement. Each party hereto shall execute and deliver after the transactions contemplated by Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters. Notwithstanding anythign else in this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.this
Appears in 2 contracts
Samples: Purchase Agreement (Teekay Corp), Purchase Agreement (Teekay Offshore Partners L.P.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing the Combination Transactions and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including using reasonable best efforts for (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under the Antitrust Laws (ythe “Required Consents”) prior to the Initial Holdco Merger Effective Time, and the making of all necessary registrations and filings and the taking of all actions reasonably steps as may be necessary in order to comply with obtain a Required Consent from, or satisfy to avoid an action or proceeding by, any Governmental Entity, (ii) the requirements obtaining of all necessary consents, approvals or waivers, and any necessary or appropriate financing arrangements, from third parties, (iii) the defending of any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, including seeking to have any stay or temporary restraining order entered by the Termination Date; provided, however, that Buyer shall notany court or other Governmental Entity vacated or reversed, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits (iv) the execution and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content delivery of any merger filing relevant additional instruments necessary to consummate the transaction transactions contemplated under by, and to fully carry out the purposes of, this Agreements Agreement. In furtherance and not in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to foreign Antitrust Laws as promptly as practicable and Seller shall cause (iii) all other necessary filings with other Governmental Entities relating to the Transferred Entities toCombination Transactions, and, in each case, to supply as promptly as practicable any additional information and Buyer shall cause its Affiliates, documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under expiration or termination of any applicable Law in connection with this Agreement waiting periods under the Antitrust Laws and the transactions contemplated by receipt of the Required Consents as soon as practicable. Notwithstanding anything to the contrary in this Agreement, neither Starwood nor Marriott shall be required pursuant to any Antitrust Laws to hold separate (including by trust or otherwise) or divest any of its businesses or assets or enter into any consent decree or other agreement that would restrict it in the conduct of its business as heretofore conducted if such actions, either by themselves or taken together, would reasonably be expected to cause greater than $700 million in lost value to Marriott and file promptly any additional information requested under any applicable Law in connection with its subsidiaries and Starwood and its subsidiaries, taken as a whole. Lost value for purposes of this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.analysis shall consist of:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starwood Hotel & Resorts Worldwide, Inc), Agreement and Plan of Merger (Marriott International Inc /Md/)
Reasonable Best Efforts. (a) (i) Seller Subject to the express provisions of Section 6.2 and Buyer shall cooperate Section 6.3 hereof and shallupon the terms and subject to the conditions set forth herein, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, includingincluding using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect the obtaining of all necessary noticesactions or nonactions, reports and other filings and to obtain as promptly as reasonably practicable all waivers, consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or advisable to be obtained proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any third party and/or suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (v) the execution or delivery of any Government Entity in order additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make may be consummated as promptly as reasonably practicable all filings on the terms contemplated by this Agreement and submissions required under any applicable Law in connection with otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Digital Information Corp), Agreement and Plan of Merger (Quantum Corp /De/)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other Parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, includingthe Mergers and the other Transactions, including using reasonable best efforts to accomplish the following: (xi) preparing and filing as promptly as reasonably practicable the taking of all documentation acts necessary to effect cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary noticesactions, reports waivers, consents, approvals, orders and other authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable best efforts as may be necessary to obtain as promptly as reasonably practicable avoid any Legal Proceeding; (iii) the obtaining of all consents, registrationsapprovals or waivers from third parties required as a result of the Transactions, approvalsincluding any other consents, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary approvals or advisable waivers from third parties referred to be obtained from any third party and/or any Government Entity in order to consummate on Section 4.05(b) of the transactions contemplated by this Agreement, and Company Disclosure Letter; (yiv) taking all actions reasonably necessary in order to comply with or satisfy the requirements termination of each agreement set forth on Section 7.05 of the Company Disclosure Letter; (v) the defending of any applicable Law suits, claims, actions, investigations or other requirements of any Government Entity that would prevent proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated Transactions, including seeking to have any stay or temporary restraining order entered by this Agreement by any court or other Governmental Entity vacated or reversed; and (vi) the Termination Date; provided, however, that Buyer shall notexecution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. This obligation shall cause its Affiliates not toinclude, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content part of any merger filing relevant Parent, sending a termination letter to the transaction contemplated under this Agreements Trustee substantially in order the applicable form attached to present the best case for unconditional clearance of Trust Agreement (the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor“Trust Termination Letter”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.), Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws or pursuant to any contract or agreement to consummate the Merger and make effective the transactions contemplated by this Agreement other Transactions as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing or otherwise providing, in consultation with the other party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, reports petitions, filings and other filings documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this AgreementMerger or any of the other Transactions, and (yii) taking all actions steps as may be necessary, subject to the limitations in this Section 6.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals and (iii) executing and delivering any additional instruments reasonably necessary in order or advisable to comply with or satisfy consummate the requirements of any applicable Law or other requirements of any Government Entity that would prevent Merger and the consummation of the transactions Transactions contemplated by this Agreement by and to fully carry out the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect purposes of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, Parent, on the one hand, and Seller shall cause each of the Transferred Entities toPartnership and the Partnership GP, on the other hand, shall cooperate with the other and Buyer use and shall cause its Affiliates to, and Buyer shall their respective Subsidiaries to use its reasonable best efforts to cause the Majority Stockholders to(i) take, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on their respective parts under to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement Agreement, voting or causing to be voted all Common Units beneficially owned by Parent in favor of the Merger at the Partnership Unitholder Meeting unless there is a Partnership Adverse Recommendation Change, and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, notifications, notices, reports and other filings and to obtain as promptly as reasonably practicable all consentspetitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, waiversconsents, ordersclearances, interpretive guidanceexpirations or terminations of waiting periods, exemptionsregistrations, permits permits, authorizations and authorizations necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, Agreement and (yiii) taking all actions reasonably necessary in order to comply with defend any Proceedings challenging this Agreement or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Targa Resources Corp.), Agreement and Plan of Merger (Targa Resources Corp.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the Majority Stockholders toconditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents from any such third parties. Each of the parties will, as promptly as practicable, but in no event later than 10 business days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms will specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated by this Agreement pursuant to any Other Antitrust Laws. Each party will furnish to each other's counsel such necessary information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Parent will be responsible for all filing fees payable in connection with such filings and for the reasonable fees and expenses of any experts retained by the parties. Each of Parent and the Company agrees to instruct their respective counsel to cooperate with each other and use their respective reasonable best efforts to take facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such reasonable best efforts and cooperation will include causing its counsel (i) to promptly inform the other of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or cause applications or any such transaction, (ii) to communicate with each other regarding the content of any communication with and response to personnel of such Governmental Entity, including the content of any written or oral presentation or submission to any Governmental Entity and (iii) to comply promptly with any inquiries or requests for additional information from any such Governmental Entity, unless otherwise agreed to by the other party, such agreement not to be taken all actionsunreasonably withheld. None of Parent, the Company nor any of their respective Subsidiaries will independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of Parent and its Subsidiaries, the Company, and do in the case of the Company and its Subsidiaries, Parent, prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of Parent or cause Company, as applicable, will be limited to be done outside antitrust counsel only). Parent agrees to take any and all things, reasonably necessary, proper reasonable steps within its control and necessary to avoid or advisable on their respective parts eliminate each and every impediment under this Agreement and any applicable Laws antitrust or competition law that any Governmental Entity asserts so as to consummate and make effective enable the parties to expeditiously close the transactions contemplated by this Agreement as promptly as (including the Merger). None of Parent, Sub or the Company shall take any action that would reasonably practicablebe expected to hinder or delay in any material respect the obtaining of clearance or the expiration of the required waiting period under the HSR Act and regulations or any Other Antitrust Laws. Parent and its Subsidiaries will be obligated to contest, includingadministratively or in court, any ruling, order or other action of any Governmental Entity respecting the transactions contemplated by this Agreement pursuant to any applicable antitrust or competition law, except to the extent that Parent determines, in its reasonable good faith judgment, that there is no reasonable legal basis for contesting such ruling, order or other action or no reasonable prospect of a favorable determination thereunder. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, (x) preparing divest or hold separate any assets or any portion of any business of, or modify or accept conditions with respect to the business operations of, Parent or any of its Subsidiaries (not including the Company following the Effective Time), or (y) divest or hold separate any significant assets or any significant portion of any business of, or modify or accept conditions with respect to any significant portion of the business operations of, the Company and filing as promptly as reasonably practicable its Subsidiaries. The Company and its Board of Directors shall (1) take all documentation action necessary to effect all necessary noticesensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, reports the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make may be consummated as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Maritrans Inc /De/)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions herein provided, except as otherwise provided in this Agreement, and Seller shall cause without limiting the obligations of the parties under Section 7.5 (but subject to limitations therein), each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties hereto agrees to use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best 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 party hereto in doing all things, things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws and regulations to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing the Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including, but not limited to: (i) the satisfaction (but not the waiver) of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of all necessary and applicable consents, waivers or approvals of any third parties (yincluding Governmental Entities); (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; (iv) the submission of joint instructions, from time to time as necessary for the release of any monies due to any party to this Agreement from the Escrow Fund (as defined in the Escrow Agreement), (v) the execution and delivery of such instruments, and the taking all of such other actions as the other party hereto may reasonably necessary require in order to comply with carry out the intent of this Agreement. Notwithstanding the foregoing, none of the Company or satisfy the requirements Holders or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable Law consent, waiver or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityapproval. Without limiting the generality foregoing, the Company shall promptly take all actions reasonably requested by Parent prior to the Closing to perfect the transfer to the Company or one of its Subsidiaries of legal and beneficial title to those interests in its Subsidiaries not held by one of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make Acquired Companies as promptly as reasonably practicable all filings and submissions required under any applicable Law set forth in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt Section 3.3 of the request thereforCompany Disclosure Letter by the Closing and take all actions reasonably requested by Parent prior to the Closing to bring any Subsidiary of the Company that is not in good standing (or its local law equivalent) or is otherwise not in compliance with local law requirements as to corporate, tax and foreign investment registrations as set forth in Section 3.3(b) of the Company Disclosure Letter into good standing (or its local law equivalent) and compliance with such local law requirements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Icg Group, Inc.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Purchase Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties hereto agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Purchase Agreement and the Collateral Agreements, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable, including, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect the obtaining of all necessary actions or nonactions, waivers, permits, consents and approvals from Governmental Bodies and the making of all necessary registrations, notices, reports amendments, applications and other filings (including filings with Governmental Bodies, if any) and the taking of all steps as may be necessary to obtain as promptly as reasonably practicable an approval or waiver from, or to avoid an action or proceeding by any Governmental Body, (iii) the obtaining of all necessary consents, registrations, approvals, waiversreleases or waivers from Third Parties, ordersincluding consent to and approval of the novation or assignment of Contracts, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate (iv) the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements defending of any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Purchase Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement by any Governmental Body vacated or reversed (v) the Termination Date; provided, however, that Buyer shall notexecution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and shall cause its Affiliates not toto fully carry out the purposes of, make any filing for any such noticethis Purchase Agreement and the Collateral Agreements, report or filing (vi) the implementation of the provisions of Section 5.4 in respect a manner that avoids the interruption of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits the provision of pay and authorizations with respect employee benefits from and after the Closing Date and (vii) the provision by Seller to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content Buyer of at least two weeks advance notice of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entitymaterial Benefit Plan changes that impact Business Employees. Without Not limiting the generality of the foregoing, each of Seller and Buyer and Seller shall, and Seller or shall cause the Transferred Entities any ultimate parent entity with respect thereto to, use reasonable best efforts to (a) take promptly all actions necessary to make the filings required under the HSR Act or Competition Laws of any foreign jurisdiction (and Buyer in any event each party shall, or shall cause its Affiliatesultimate parent entity to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably such filings no later than the date that is 10 Business Days after the date hereof), (b) comply at the earliest practicable all filings date with any request for additional information received by Seller or Buyer or their Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act or Competition Laws of any foreign jurisdiction, and submissions required under any applicable Law (c) cooperate with each other in connection with this Agreement their respective filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this AgreementPurchase Agreement commenced by either the Federal Trade Commission, the Antitrust Division of the Department of Justice or state attorneys general or any foreign jurisdiction. For purposes of this Section 5.5, the reasonable best efforts of any party hereto shall include payment by such party (or its Affiliates) of all standard fees and file promptly expenses which are legal obligations of such party related to obtaining any additional information requested under any applicable Law consents from a Governmental Body, including all fees incurred in connection with this Agreement all filings under any Competition Laws (including the HSR Act and the transactions contemplated by this Agreement, after receipt of the request thereforEC Common Market).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Avaya Inc), Asset Purchase Agreement (Commscope Inc)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, the Company and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under Applicable Law to consummate in the most expeditious manner possible the transactions contemplated by this Agreement Agreement, including (i) preparing and applicable filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) taking all appropriate actions, and doing, or causing to be done, all things necessary, proper or advisable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and including using its reasonable best efforts to obtain as promptly as reasonably practicable and maintain all approvals, consents, registrations, approvalspermits, waiverslicenses, certificates, variances, exemptions, orders, interpretive guidancefranchises, exemptionsauthorizations and other confirmations of all Governmental Authorities or other third parties that are necessary, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and to fulfill the conditions to the transactions contemplated by this Agreement, and file promptly (iii) defending any additional information requested under actions, suits, claims, investigations or proceedings threatened or commenced by any applicable Law in connection with this Agreement and Governmental Authority or arbitrator relating to the transactions contemplated by this Agreement, after receipt of including seeking to have any stay, temporary restraining order or preliminary injunction entered by any Governmental Authority or arbitrator vacated or reversed, and (iv) cooperating to the request thereforextent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Labarge Inc), Agreement and Plan of Merger (Ducommun Inc /De/)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, Mondavi and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Constellation will use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws or Applicable Law to consummate and make effective the transactions contemplated by this Agreement Agreement, including the Merger, as promptly soon as reasonably practicable, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings and other filings documents and to obtain as promptly as reasonably practicable all consents, waivers, licenses, orders, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity Governmental Authority in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by the Termination Date; providedand (ii) taking reasonable steps as may be necessary to obtain all such consents, howeverwaivers, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consentslicenses, registrations, permits, authorizations, orders and approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer Mondavi and Seller shallConstellation agrees to make all necessary filings in connection with any approvals, filings consents, orders or waiting periods of any Governmental Authority which, if not obtained in connection with the consummation of the transactions contemplated hereby, would reasonably be expected to have a Material Adverse Effect on Mondavi or Constellation (“Approvals”) as promptly as practicable after the date of this Agreement, and Seller to use its reasonable efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents requested with respect to such Approvals and shall cause otherwise cooperate with the Transferred Entities to, applicable Governmental Authorities in order to obtain any Approvals in as expeditious a manner as possible. Each of Mondavi and Buyer shall cause its Affiliates, and Buyer Constellation shall use its reasonable best efforts to cause the Majority Stockholders toresolve such objections, make if any, as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection Governmental Authority may assert with respect to this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law hereby in connection with the Approvals. In the event that a suit is instituted by a Person or Governmental Authority challenging this Agreement and the transactions contemplated hereby as violative of applicable antitrust or competition laws, each of Mondavi and Constellation shall use its reasonable efforts to resist or resolve such suit. Mondavi and Constellation each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may reasonably be necessary or advisable in connection with any statement, filing, request, notice or application made by or on behalf of Mondavi, Constellation or any of their respective subsidiaries to any third party and/or any Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mondavi Robert Corp), Agreement and Plan of Merger (Mondavi Robert Corp)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate subject to the conditions set forth in this Agreement and shallin accordance with applicable Laws, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties to this Agreement will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement to ensure that the conditions set forth in Article VI are satisfied and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, includingincluding (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable obtaining all consents, registrationsapprovals or waivers from, approvalsor taking other actions with respect to, waivers, orders, interpretive guidance, exemptions, permits and authorizations third parties necessary or advisable to be obtained from any third party and/or any Government Entity or taken in order to consummate connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of MergerCo, the Company and its Subsidiaries may not pay or commit to pay any amount of cash or other consideration, or incur or commit to incur any liability or other obligation, in connection with obtaining such consent, approval or waiver, (yiii) taking all actions reasonably necessary in order subject to comply with or satisfy the requirements first having used reasonable best efforts to negotiate a resolution of any applicable Law objections underlying such lawsuits or other requirements of legal proceedings, defending and contesting any Government Entity that would prevent lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, including seeking to have any stay or temporary restraining order entered by the Termination Date; provided, however, that Buyer shall notany Governmental Entity vacated or reversed, and shall cause its Affiliates not to, make (iv) executing and delivering any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect additional instruments necessary to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummate the transactions contemplated by hereby, and to fully carry out the purposes of this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Theragenics Corp), Agreement and Plan of Merger (Michas Alexis P)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each of Parent and the Company shall, and shall cause their respective Subsidiaries to use reasonable best efforts to: (i) Seller and Buyer shall cooperate and shalltake, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, reasonably actions necessary, proper or advisable to comply with all legal requirements which may be imposed on their respective parts under this Agreement and applicable Laws such Party or its Subsidiaries with respect to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableMergers and, includingsubject to the conditions set forth in Article VI hereof, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and including the Mergers; (yii) taking all actions reasonably necessary in order defend any litigation seeking to comply with enjoin, prevent or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent delay the consummation of the transactions contemplated by this Agreement by hereby or seeking material damages; and (iii) obtain (and to cooperate with the Termination Date; providedother Party to obtain) any consent, howeverauthorization, that Buyer shall notorder or approval of, or any exemption by, any Governmental Entity, including the FTC, the Antitrust Division of the Department of Justice or any other Governmental Entity, including those federal and state departments of health, state insurance departments and other Governmental Entities with jurisdiction under applicable Health Care Laws or insurance laws, and shall cause its Affiliates not to, make any filing for other third Person that is required to be obtained by Parent or the Company or any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law their respective Subsidiaries in connection with this Agreement the Mergers and the other transactions contemplated by this Agreement, and file promptly to comply with the terms and conditions of any additional information requested under such consent, authorization, order or approval; provided, however, that neither Parent nor the Company, in each case, on behalf of itself or any applicable Law of its Subsidiaries, shall be required to propose, commit to, agree to or effect any action (or refrain from taking any action) or be subject to any term, limitation, condition, restriction or requirement that, individually or in connection with this Agreement the aggregate, (A) would have or would reasonably be expected to have a material and adverse effect on the financial condition, business, revenue or EBITDA of Parent and its Subsidiaries or of the Company and the Company Subsidiaries, in each case, as currently conducted, (B) would or would reasonably be expected to restrict or prohibit any lines or types of business in which Parent and its Subsidiaries or the Company and its Subsidiaries shall be permitted to engage and would have or would reasonably be expected to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, or on the Company and the Company Subsidiaries, taken as a whole; provided that, for purposes of determining whether any action, term, limitation, condition, restriction or requirement would have or would reasonably be expected to, in the case of clause (A), have a material adverse effect on Parent and its Subsidiaries, or, in the case of clause (B), restrict or prohibit any lines or types of business in which Parent and its Subsidiaries shall be permitted to engage and would have or would reasonably be expected to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, Parent and its Subsidiaries will, in each case, collectively be deemed to be a company the size of (and with revenue and EBITDA equal to those of) the Company and its Subsidiaries, taken as a whole, or (C) would or would be reasonably expected to materially impair the benefits reasonably expected to be derived by Parent from the Mergers and the other transactions contemplated by hereby; provided, that, for purposes of this Agreementclause (C), after receipt such reasonably expected benefits shall be deemed to be the size of the request thereforCompany and the Company Subsidiaries, taken as a whole (each of (A), (B) and (C), individually or in the aggregate, a “Burdensome Condition”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Health Net Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each of Parent and the Company shall, and shall cause their respective Subsidiaries to use reasonable best efforts (i) Seller and Buyer shall cooperate and shallto take, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, reasonably actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on their respective parts under this Agreement and applicable Laws such Party or its Subsidiaries with respect to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableMergers and, includingsubject to the conditions set forth in Article VI hereof, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy including the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedMergers, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions (ii) to obtain (and to cooperate with the other Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third Person which is required under to be obtained by Parent or the Company or any applicable Law of their respective Subsidiaries in connection with this Agreement the Mergers and the transactions contemplated by this Agreement, and file promptly to comply with the terms and conditions of any additional information requested under any applicable Law such consent, authorization, order or approval. To the extent necessary in connection with this Agreement order to accomplish the foregoing and subject to the limitations set forth in Section 5.8(e), Parent and the transactions contemplated Company shall use their respective reasonable best efforts to jointly propose, negotiate, commit to and effect, by this Agreementconsent decree, after receipt hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by Parent and the Company or any of their respective Subsidiaries of, any portion of the request thereforbusiness, properties or assets of Parent, the Company or any of their respective Subsidiaries; provided, however, that neither Parent nor the Company shall be required to propose, commit to or effect any action (x) that is not conditioned upon the consummation of the Merger or (y) that, individually or in the aggregate, would have, or would reasonably be expected to have (after giving effect to any reasonably expected proceeds of any divestiture or sale of assets) a material and adverse effect on the business of Parent, the Company and their respective Subsidiaries, taken as a whole (individually or in the aggregate, a “Burdensome Condition”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer subject to the conditions set forth in this Agreement, the Company and Parent shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its their reasonable best efforts to cause the Majority Stockholders topromptly (i) take, use their respective reasonable best efforts or to take or cause to be taken taken, all actions, and do to do, or to cause to be done done, and to assist and cooperate with the other parties to this Agreement in doing all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableContemplated Transactions; (ii) obtain from any Governmental Entities any actions, includingnon-actions, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesclearances, reports and other filings and to obtain as promptly as reasonably practicable all waivers, consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable Orders required to be obtained from by the Company, Parent or any third party and/or any Government Entity of their respective Subsidiaries in order to consummate connection with the transactions contemplated by authorization, execution, delivery and performance of this Agreement, Agreement and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by Contemplated Transactions; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement by and the Termination DateMerger required under (A) any applicable federal or state securities Laws and (B) any other applicable Law; provided, howeverthat the Company, that Buyer shall noton the one hand, and shall cause its Affiliates not toParent, make any on the other hand, will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel(s) for the non-filing Party and including the timing of the initial filings; (iv) furnish all information required for any such notice, report application or other filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect be made pursuant to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement the Contemplated Transactions; (v) keep the other Party promptly (and the transactions contemplated in any event within three days) informed in all material respects of any material communication received by this Agreementsuch Party from, or given by such Party to, any Governmental Entity and file promptly of any additional information requested under any applicable Law material communication received or given in connection with any Legal Proceeding by a private party, in each case relating to the Contemplated Transactions; (vi) permit the other Party to review any material communication (and considering the other Party’s reasonable comments thereto) delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Entity relating to the Contemplated Transactions or in connection with any Legal Proceeding by a private Third Party relating thereto, and giving the other Party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private Third Party); (vii) avoid the entry of, or have vacated or terminated, any decree, Order, or judgment that would restrain, prevent or delay the consummation of the Contemplated Transactions, including defending any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement and or the transactions contemplated by this Agreement, after receipt consummation of the request thereforContemplated Transactions; and (viii) execute and deliver any additional instruments necessary to consummate the Contemplated Transactions; provided, that in no event shall any of the Acquired Companies, prior to the Effective Time, be required to pay or agree to pay any fee, penalty or other consideration to any Third Party for any consent or approval required for the consummation of the Contemplated Transactions under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (Entasis Therapeutics Holdings Inc.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing the Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions, waivers, consents, licenses and approvals from Governmental Entities and the making of all necessary registrations and filings (yincluding filings with Governmental Entities) and the taking of all actions reasonably reasonable steps as may be necessary to obtain an approval, waiver or license from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties (and in order furtherance thereof the Company, with the consent of Parent (which consent may not be unreasonably withheld), may make and commit to comply with make payments to third parties and enter into or satisfy modify agreements), (iii) the requirements defending of any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement, or the consummation of the transactions contemplated by this Agreement Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the Termination Date; provided, however, that Buyer shall notexecution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and shall cause its Affiliates not toto carry out fully the purposes of, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityAgreement. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer parties hereto shall use its reasonable best efforts and cooperate in promptly preparing and filing as soon as practicable, and in any event within 20 business days after executing this Agreement, (i) notifications under the HSR Act and (ii) the FCC Application and related filings in connection with the Merger and the other transactions contemplated hereby, and to cause the Majority Stockholders to, make respond as promptly as reasonably practicable to any inquiries or requests received from the Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), the FCC and any other Governmental Entities for additional information or documentation and to respond as promptly as practicable to all filings inquiries and submissions required under requests received from any applicable Law State Attorney General or other Governmental Entity in connection with this Agreement antitrust matters or matters relating to the FCC Application. Each of the parties hereto, to the extent applicable, further agrees (i) to file (and, in the case of Parent to cause its affiliates to file) contemporaneously with the filing of the FCC Application any requests for temporary or permanent waivers of applicable FCC rules and regulations or rules and regulations of other Governmental Entities and in furtherance of those waiver requests to pledge to hold separate, to place in trust and/or to divest any of the businesses, product lines or assets of (A) the Company or any of its subsidiaries at any time after the Effective Time or (B) Parent or any of its affiliates at any time prior to, on or after the Effective Time, in each case as may be required under Current FCC Policy to obtain approval of the FCC Application (collectively, "Divestitures") in order to permit consummation of the Merger and the other transactions contemplated by this Agreement, Agreement prior to the Termination Date (as defined in Section 7.1(e)) and file promptly (ii) to expeditiously prosecute such waiver requests and to diligently submit any additional information requested under or amendments for which the FCC or any applicable Law other relevant Governmental Entity may ask with respect to such waiver requests. Parent further covenants that, prior to the Effective Time, neither it nor any of its affiliates shall acquire any new or increased "attributable interest" or "meaningful relationship", each as defined in connection the FCC rules, in any media property ("Further Media Interest"), which Further Media Interest could not be held in common control with this Agreement and any Company Station by the transactions contemplated Surviving Corporation following the Effective Time (including by this Agreement, after receipt virtue of the request thereforFCC's multiple ownership limits), without the prior written consent of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing the Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and (y) approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all actions reasonably steps as may be necessary in order to comply obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required under the HSR Act, with the Federal Trade Commission or satisfy the requirements United States Department of Justice, all notifications and other filing required under the ECMR and any other necessary antitrust, competition or similar laws of any applicable Law foreign jurisdiction, (ii) the obtaining of all necessary consents, approvals or waivers, (iii) the defending of any lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, including promptly seeking to have any stay or temporary restraining order entered by the Termination Date; provided, however, that Buyer shall notany court or other Governmental Entity vacated or reversed, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits (iv) the execution and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content delivery of any merger filing relevant additional instruments necessary to consummate the transaction transactions contemplated under by, and to fully carry out the purposes of, this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityAgreement. Without limiting the generality In furtherance of the foregoing, each of Buyer the parties shall cooperate and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause determine and agree upon, within two weeks of the Majority Stockholders todate hereof, make as promptly as reasonably practicable all filings and submissions required under a list of those Governmental Entities in foreign jurisdictions to which it may be necessary or appropriate to submit any applicable Law filings, notifications or registrations or take any other actions in connection with this Agreement regulatory or legal requirements of such Governmental Entities relating to the transactions contemplated hereby; provided that the foregoing shall not affect or otherwise modify the closing conditions in Sections 6.1(b) and (c). Subject to Applicable Laws relating to the exchange of information, Fisher and Thermo Electron shall have the right to review in advance, xxx xx the extent reasonably practicable each will consult the other on, all the information relating to Fisher and its Subsidiaries or Thermo Electron and its Subsidiaries, ax xxx case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermo Electron Corp), Agreement and Plan of Merger (Fisher Scientific International Inc)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties hereto in doing, all things, reasonably necessary, proper things under such party’s control or advisable on their respective parts which such party is required to do under this Agreement and applicable Laws Agreement, or is necessary to do, to consummate and make effective the transactions contemplated by this Agreement effective, as promptly soon as reasonably practicable, the Merger and the other transactions contemplated hereby, including, : (xi) preparing and filing as promptly as reasonably practicable all documentation to effect obtaining of all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvalsactions or nonactions, waivers, ordersconsents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, interpretive guidanceor to avoid an action or proceeding by, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, (ii) obtaining all necessary consents, approvals or waivers from third parties in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and (yiv) taking all actions reasonably executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. Without limiting the obligations set forth in order to comply with this Section 6.8, and except as expressly permitted by this Agreement, neither Parent nor the Company shall, nor shall Parent or satisfy the requirements Company permit any of its Subsidiaries or controlled Affiliates to, knowingly or intentionally take any applicable Law or other requirements of any Government Entity action that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement, including any action that would make it more likely that any of the conditions to the consummation of the transactions contemplated hereby would not be satisfied, including the receipt of any authorization, consent, order, declaration or approval of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement by or the Termination Dateexpiration or termination of any applicable waiting period; provided, however, that Buyer nothing in this Section 6.8 shall not, and shall cause its Affiliates not to, make require any filing for party hereto to waive any such notice, report or filing condition set forth in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforArticle VII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties hereto agrees to use its reasonable best efforts to cause the Majority Stockholders to, use and shall cause their respective Affiliates to use reasonable best efforts to take to, take, or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable, including(ii) the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (xiii) preparing and filing as promptly as reasonably practicable all documentation to effect the obtaining of all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvalsactions or nonactions, waivers, ordersconsents, interpretive guidanceauthorizations, exemptionsorders and approvals from Governmental Entities and the making of all necessary registrations, permits declarations and authorizations necessary filings (including filings under the HSR Act or advisable foreign antitrust or competition Law) applicable to the Transactions and other registrations, declarations and filings with, or notices to, Governmental Entities, (iv) the obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to be obtained from any third party and/or any Government Entity in order to consummate connection with the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination DateTransactions; provided, however, that Buyer in no event shall notany of the parties hereto or any of their respective Affiliates be required to (and in no event shall the Company or any of its Subsidiaries, and shall cause its Affiliates not to, without Parent’s prior written approval) make any filing for payment to such third parties or concede anything of value in any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect case prior to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller the Effective Time in order to give Seller a reasonable opportunity to comment on obtain any such consent, approval or waiver from any such third parties, (v) the content execution and delivery of any merger filing relevant additional instruments necessary to consummate the transaction contemplated under Transactions and to fully carry out the purposes of this Agreements Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, responding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in order to present connection with the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityTransactions. Without In connection with and without limiting the generality of the foregoing, each of Buyer Parent and Seller shallthe Company and their respective Boards of Directors shall (A) take all action necessary to ensure that no Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other Merger Transactions and Seller (B) if any Takeover Law becomes applicable to this Agreement, the Merger or any of the other Merger Transactions, take all action necessary to ensure that the Merger and the other Merger Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other Merger Transactions. No party hereto shall cause voluntarily extend any waiting period under the Transferred Entities toHSR Act or foreign antitrust or competition Law (collectively, “Antitrust Laws”) or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions except with the prior written consent of the other parties hereto (such consents not to be unreasonably withheld or delayed and Buyer which reasonableness shall cause its Affiliates, and Buyer shall be determined in light of each party’s obligation to use its reasonable best efforts to cause do all things necessary, proper or advisable to consummate and make effective, in the Majority Stockholders tomost expeditious manner practicable, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforTransactions).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Laboratory Corp of America Holdings)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) Seller and Buyer shall cooperate and including those contained in this Section 5.12), each of the parties hereto shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates Subsidiaries to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper proper, or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (yiii) the execution and delivery of the Contingent Value Rights Agreement and any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. With respect to the Contingent Value Rights Agreement, prior to the Effective Time, Target and Aytu shall use reasonable best efforts to cooperate, including by making changes to the form of Contingent Value Rights Agreement, as necessary to ensure that such agreement is in a form reasonably acceptable to the rights agent and that the CVRs will be issued and, if required, registered in a manner compliant with all applicable securities laws. The Target and Aytu shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking all of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably necessary required in order to comply with effectuate the taking of such actions. Each party hereto shall promptly inform the other party or satisfy parties hereto, as the requirements case may be, of any applicable Law or other requirements of communication from any Government Governmental Entity that would prevent the consummation regarding any of the transactions contemplated by this Agreement by Agreement. If the Termination Date; providedTarget, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filingson the one hand, or initiate Aytu or Merger Sub, on the other hand, receives a request for additional information or documentary material from any communications with any Government Governmental Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and file promptly any additional information requested under after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Law Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with this Agreement and the transactions contemplated by this Agreement. Neither Aytu nor the Target shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, after receipt toll, or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the request thereforother (such consent not to be unreasonably withheld, conditioned, or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aytu Bioscience, Inc), Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties hereto and Buyer use (and shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts to take promptly (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and assist and cooperate with the other parties hereto in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective cause the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Mergers and the other transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings and to documents, (ii) obtain as promptly as reasonably practicable all approvals, consents, registrations, approvals, waivers, ordersPermits (including any Permit transfer, interpretive guidanceamendment or reissuance), exemptionsauthorizations, permits orders and authorizations necessary other confirmations from any Governmental Entity or third party necessary, proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including the transfer of any Environmental Permit, (iii) execute and deliver any additional instruments necessary to consummate the Mergers and the other transactions contemplated by this Agreement and (yiv) taking all actions reasonably necessary defend or contest in order to comply with good faith any Action brought by a third party that could otherwise prevent or satisfy the requirements of impede, interfere with, hinder or delay in any applicable Law or other requirements of any Government Entity that would prevent material respect the consummation of the transactions contemplated by this Agreement by Agreement, in the Termination Date; providedcase of each of clauses (i) through (iv), howeverother than with respect to filings, that Buyer shall notnotices, petitions, statements, registrations, submissions of information, applications and shall cause its Affiliates not toother documents, make any filing for any such noticeapprovals, report or filing in respect of consents, registrations, approvalsPermits, waivers, orders, interpretive guidance, exemptions, permits authorizations and authorizations with respect other confirmations relating to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on Regulatory Laws which are the content subject of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer Section 6.03(c) and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforSection 6.03(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kapstone Paper & Packaging Corp), Agreement and Plan of Merger (WestRock Co)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer conditions of this Agreement, the Company and Parent shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, includingMerger, (x) including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary noticesFilings, reports (ii) obtaining and other filings and to obtain as promptly as reasonably practicable maintaining all licenses, authorizations, permits, consents, registrations, approvals, waiversclearances, orders, interpretive guidancevariances, exemptions, permits orders and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Government Entity in order Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by Merger and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, Agreement and (y) taking all actions reasonably necessary which may include contesting (which may include by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in order a federal, state or administrative court seeking to comply with enjoin, restrain, prevent, prohibit or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the make illegal consummation of the transactions contemplated Merger or seeking damages or to impose any terms or conditions in connection with the Merger or (ii) Order that has been entered by this Agreement by the Termination Date; provideda federal, howeverstate or administrative court that enjoins, that Buyer shall notrestrains, and shall cause its Affiliates not toprevents, make any filing for any such notice, report prohibits or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance makes illegal consummation of the transaction before a merger filing is submitted Merger or imposes any damages, terms or conditions in connection with the Merger. Subject to a Government Entity. Without limiting the generality clause (y) of the foregoingpreceding sentence, each of Buyer the parties understand and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall agree that Parent’s obligation to use its reasonable best efforts to cause the Majority Stockholders toset forth in this Section 8.01(a) includes taking all actions and doing all things necessary, make as promptly as reasonably practicable all filings and submissions required proper or advisable under any applicable Applicable Law in connection with this Agreement (including divestitures and the transactions contemplated by this Agreemententry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (y) and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt (z) of the request thereforfirst sentence of Section 8.01(b) to consummate the Merger so long as such actions would not have and would not reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect on Parent or on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aetna Inc /Pa/), Agreement and Plan of Merger (Coventry Health Care Inc)
Reasonable Best Efforts. (a) (i) From the date of this Agreement to the Closing Date, Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done all thingsdone, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as assist and cooperate with the other in doing, all things reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement including (i) obtaining the consent of any Governmental Authority or third party required by this Agreement, and (yii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of defending any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and file promptly (iii) executing and delivering any additional information requested under any applicable Law in connection with this Agreement and instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; provided, after receipt however, that neither Seller nor any Buyer shall be obligated with respect to such efforts (x) to expend any funds except the payment of the request thereforfees and expenses of any applicable attorneys, consultants or other advisors retained by it or (y) to take any actions with respect to its business, the RC International Business or the Cott Business which, in its reasonable judgment, is materially adverse, including, but not limited to, agreeing to any modification of a contract term; provided, further, that Buyers shall be deemed to have satisfied their obligations under this Section 9.3 with respect (A) to obtaining the Financing on substantially the terms and conditions of the Commitment Letter if they and their Affiliates have complied with all their respective material obligations contained in the Commitment Letter and (B) to obtaining the Financing on terms substantially similar to those contained in the Commitment Letter if they and their Affiliates use all commercially reasonable efforts to obtain the Financing on terms substantially similar to those contained in the Commitment Letter from any other lender reasonably acceptable to Cott and have complied with all their respective material obligations, if any, of such new commitment letter; provided, however, Buyers shall not be obligated with respect to such efforts (i) to expend any funds except the payment of the fees and expenses of any applicable attorneys, consultants or other advisors (including such lender) retained by them or (ii) to take any actions with respect to its business which, in its reasonable judgment, is materially adverse, including, but not limited to, agreeing to any modification of a contract term.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cott Corp /Cn/), Asset Purchase Agreement (Cott Corp /Cn/)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer subject to the conditions set forth in this Agreement, the Company and Parent shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its their reasonable best efforts to cause the Majority Stockholders topromptly (i) take, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or to cause to be done done, and to assist and cooperate with the other parties in doing all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement; (ii) obtain from any Governmental Entities any actions, includingnon-actions, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesclearances, reports and other filings and to obtain as promptly as reasonably practicable all waivers, consents, registrations, approvals, authorizations, licenses, permits or orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and obtain from third parties all waivers, ordersconsents, interpretive guidance, exemptions, permits approvals and authorizations that are necessary or advisable in connection with the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) any applicable competition, antitrust or investment Laws and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be obtained from made pursuant to any third applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party and/or informed in all material respects of any Government material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in order connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and give the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order . No parties to comply with or satisfy this Agreement shall consent to any voluntary delay of the requirements Closing at the behest of any applicable Law or other requirements of any Government Governmental Entity that would prevent without the consummation consent of the transactions contemplated by other parties to this Agreement by the Termination Date; providedAgreement, howeverwhich consent shall not be unreasonably withheld. Without limiting this Section 6.11, that Buyer shall notParent agrees to take, or to cause to be taken, any and shall cause its Affiliates not to, all steps and to make any filing for and all undertakings necessary to avoid or eliminate each and every impediment under any such noticeantitrust, report or filing in respect of consentsmerger control, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filingscompetition, or initiate trade regulation Law that may be asserted by any communications with any Government Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any antitrust event, no later than the Outside Date), including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or merger filingsotherwise, without Buyerthe sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Surviving Company or otherwise taking or committing to take actions that limit Parent’s first consulting or its Subsidiaries’ freedom of action with Seller respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Surviving Company, in each case, as may be required in order to give Seller a reasonable opportunity avoid the entry of, or to comment on effect the content dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of any merger filing relevant to preventing or delaying the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, the Company and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order Applicable Law to consummate the transactions contemplated by this Agreement, including (1) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings and (y2) taking obtaining and maintaining all actions reasonably necessary in order licenses, authorizations, permits, consents, approvals, clearances, variances, exemptions and other confirmations required to comply with or satisfy the requirements of be obtained from any applicable Law Governmental Authority or other requirements of any Government Entity Third Party that would prevent the consummation of are necessary, proper or advisable to consummate the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer (which shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use include using its reasonable best efforts to cause contest any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court challenging, seeking to enjoin, restrain, prevent, prohibit or make illegal the Majority Stockholders toOffer, make as promptly as reasonably practicable the acceptance for payment of or payment for some or all filings and submissions required under of the Shares by Parent or Merger Subsidiary or the consummation of the Merger or the other transactions contemplated hereby, or seeking damages or to impose any applicable Law terms or conditions in connection with this Agreement the Offer, the Merger or the other transactions contemplated hereby or (ii) order, writ, decree, judgment, award, injunction or ruling that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal the Offer, the acceptance for payment of or payment for some or all of the Shares by Parent or Merger Subsidiary or the consummation of the Merger or the other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Offer, the Merger or the other transactions contemplated hereby); provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (A) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking, causing to be taken or refraining from taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties, or (B) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by this Agreementhereby, except, in the case of the preceding clause (A) or (B), to the extent such action or actions would not reasonably be expected to be, individually or in the aggregate, material to the Company and file promptly any additional information requested under any applicable Law in connection with this Agreement its Subsidiaries and Parent and its Subsidiaries, taken as a whole; provided that, for such purposes, (1) impacts on the synergies expected to be realized from the Offer and the transactions contemplated by this AgreementMerger will be taken into account and (2) impacts on Parent, after receipt the Company or any of their respective Subsidiaries will be aggregated. The Company (x) shall not take or agree to take any action identified in clause (A) or (B) of the request thereforpreceding sentence (any such action, a “Burdensome Condition”) without the prior written consent of Parent and (y) if so requested by Parent, shall use reasonable best efforts to take any Burdensome Condition provided that such Burdensome Condition is conditioned on the consummation of the Offer and does not reduce the Offer Price or the Merger Consideration. Parent and Merger Subsidiary shall not take any action or agree to take any action (including by acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business of any Third Party) which is reasonably likely to prevent the obtaining of, any authorization, consent, order, declaration or approval of any Governmental Authority, or expiration or termination of the applicable waiting period under, any Competition Law by the End Date or delay such obtaining, expiration or termination to a date after the End Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire Pharmaceutical Holdings Ireland Ltd.), Agreement and Plan of Merger (NPS Pharmaceuticals Inc)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, Company and Buyer shall cause its Affiliates to, and Buyer Parent shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Applicable Law to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, including (xi) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents and to obtain as promptly as reasonably practicable (ii) obtaining and maintaining all approvals, consents, registrations, approvalspermits, waivers, orders, interpretive guidance, exemptions, permits authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Government Entity in order Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that in no event shall Parent be required (or the Company, and without Parent’s prior written consent, be permitted) by this Section 8.01 or any other provision of this Agreement (yA) taking all actions reasonably necessary to enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in order to comply connection with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated hereby or (B) to divest or otherwise hold separate (including by this Agreement by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations foregoing) with respect to any antitrust of their respective Subsidiaries or merger filingsany of their respective Affiliates’ businesses, assets or properties, except, in the case of either of the foregoing clause (A) or (B), to the extent such action or actions would not reasonably be expected to, individually or in the aggregate, restrict, in any material respect, or initiate any communications with any Government Entity with respect to any antitrust or merger filingsotherwise negatively and materially impact the natural gas (including natural gas liquids) exploration, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance production and sales businesses of the transaction before Company and its Subsidiaries, taken as a merger filing is submitted to whole, or the natural gas (including natural gas liquids) exploration, production and sales businesses of Parent and its Subsidiaries, taken as a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforwhole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xto Energy Inc), Agreement and Plan of Merger (Exxon Mobil Corp)
Reasonable Best Efforts. (a) (i) Seller Upon the other terms and Buyer shall cooperate subject to the conditions set forth in this Agreement and in accordance with applicable Law, each of the parties to this Agreement shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and assist and cooperate with other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement to ensure that the Offer Conditions and applicable Laws the conditions set forth in Article VI are satisfied and to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each Parent shall be required to (i) vigorously contest (including by means of Buyer and Seller shalllitigation) (x) any Legal Action brought, and Seller shall cause or threatened to be brought, by any Governmental Authority or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts consummation of any of the Transactions or seeking damages or to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under impose any applicable Law terms or conditions in connection with this Agreement and the transactions contemplated by this AgreementTransactions, and file promptly (y) any additional information requested under Order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any applicable Law of the Transactions or imposes any damages, terms or conditions in connection with the Transactions and (ii) resolve any objections as the FTC, DOJ or any other Governmental Authority may assert under any Law with respect to the Transactions and to obtain any clearance required under the HSR Act or any other approval, consent or authorization necessary under applicable Law for the consummation of the Transactions (including agreeing to and making divestitures, entering into hold separate arrangements, terminating, assigning or modifying Contracts (or portions thereof) or other business relationships, accepting restrictions on business operations and entering into of commitments and obligations); provided that, notwithstanding the foregoing or any other provision of this Agreement and to the transactions contemplated by contrary, nothing contained in this AgreementAgreement shall require Parent, after receipt the Company or any of the request therefortheir respective Subsidiaries to take any such action with respect to any material assets, material categories of assets or material businesses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boulder Brands, Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the express provisions of Section 5.2 and Buyer shall cooperate Section 5.3 hereof and shallupon the terms and subject to the conditions set forth herein, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (yincluding registrations, declarations and filings with Governmental Entities, if any) and the taking of all actions reasonably reasonable steps as may be necessary in order to comply with avoid any suit, claim, action, investigation or satisfy proceeding by any Governmental Entity, (iii) the requirements obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any applicable Law suits, claims, actions, investigations or other requirements of any Government Entity that would prevent proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement by the Termination Date; provided, however, that Buyer shall notany court or other Governmental Entity vacated or reversed, and shall cause its Affiliates not to, make any filing for any such notice, report (v) the execution or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content delivery of any merger filing relevant additional instruments necessary to consummate the transaction transactions contemplated under by, and to fully carry out the purposes of, this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityAgreement. Without In connection with and without limiting the generality of the foregoing, each the Company and its Board of Buyer and Seller Directors shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts if any takeover statute or similar Legal Requirement is or becomes applicable to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and file promptly any additional information requested under any applicable Law in connection with otherwise to minimize the effect of such Legal Requirement on this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Probusiness Services Inc)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, Company and Buyer Investor shall cooperate with each other and use (and the Company shall cause its Affiliates to, and Buyer shall use Subsidiaries to use) its reasonable best efforts (unless, with respect to cause the Majority Stockholders toany action, use their respective reasonable best efforts another standard of performance is expressly provided for herein) to take promptly (a) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and assist and cooperate with each other in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement to cause the conditions set forth in Articles VI and applicable Laws VII, as applicable, to be satisfied as promptly as practicable and to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicablethe Transaction Documents, including, (x) including preparing and filing as promptly as reasonably practicable and fully all documentation to effect all necessary filings, notices, reports and other filings and to obtain as promptly as reasonably practicable all consentspetitions, statements, registrations, submissions of information, applications and other documents, (b) obtain all Required Approvals and all other approvals, waiversconsents, orders, interpretive guidance, exemptions, permits waivers and authorizations necessary or advisable to be obtained other confirmations from any third party and/or any Government Entity in order necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Transaction Documents and (yc) taking all actions reasonably execute and deliver any additional instruments necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of consummate the transactions contemplated by the Transaction Documents; provided that all costs and expenses relating to the foregoing shall be the sole responsibility of the Company. Notwithstanding the foregoing, this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause not obligate Investor or any of its Affiliates not to, to (i) make any filing for sale, divestiture, license or other disposition of its assets, properties or businesses, or the Securities to be acquired by Investor pursuant hereto, (ii) agree to the imposition of any limitation on the ability of any of them to conduct their respective businesses or to own or exercise control of such noticebusinesses, report assets and properties or filing such Securities, or (iii) take any other action that could reasonably be expected to negatively impact Investor or any of its Affiliates, whether in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present by the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforTransaction Documents or otherwise.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Oncobiologics, Inc.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and 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 any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties other than Governmental Entities (provided that if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of Parent, not to be unreasonably withheld), (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing Parent, Sub and the Company and their respective Boards of Directors shall, if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated by this Agreement, take all action necessary, with the reasonable cooperation of the other parties hereto if reasonably requested, to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as reasonably practicablepracticable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, includingthe Merger and the other transactions contemplated by this Agreement. The Company shall give Parent the opportunity to participate, (x) preparing and filing as promptly as reasonably practicable all documentation on an advisory basis, in the defense of any stockholder litigation against the Company and/or its directors relating to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hotjobs Com LTD), Agreement and Plan of Merger (TMP Worldwide Inc)
Reasonable Best Efforts. Subject to the terms of this Agreement (a) (i) including the limitations set forth in this Section 6.01 and in Section 6.02), Seller and Buyer shall cooperate and the Company shall, and Seller shall cause each of the Transferred other Company Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement effective, as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and including using reasonable best efforts to cause the conditions to Closing set forth in Section 2.01 to be satisfied; provided that, notwithstanding the provisions of this Section 6.01, neither Seller nor any Company Entity will be required to (ya) taking all actions reasonably necessary in order expend any money to comply with or satisfy the requirements remedy any breach of any applicable Law representation or other requirements of warranty hereunder, (b) commence any Government Entity that would prevent litigation or arbitration proceeding, (c) waive or surrender any right or modify any agreement (including any Material Contract), (d) offer or grant any accommodation or concession (financial or otherwise) to any Person, (e) make any payment to any Person, (f) subject to the Company's and Seller’s compliance with Section 6.02 and except for the consents, waivers and approvals contemplated by Section 2.01(f), obtain any consent required for the consummation of the transactions contemplated by this Agreement by hereby, (g) waive or forego any right, remedy or condition hereunder, or (h) provide financing to Purchasers for the Termination Dateconsummation of the transactions contemplated hereby; provided, howeverfurther, that Buyer nothing in the foregoing proviso shall notwaive or modify any of the conditions to Purchasers’ obligations set forth in Section 2.01. Upon the satisfaction of the conditions to the obligations of Purchaser1 and Seller to consummate the transactions contemplated by the IP APA and if OTBA is ready, willing and able to perform its obligations under, and shall cause its Affiliates not toconsummate the transactions contemplated by, make any filing for any such noticethe IP APA, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller Purchaser1 shall, and Seller shall and shall cause the Transferred Entities Truco Enterprises to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause consummate the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and closing of the transactions contemplated by the IP APA contemporaneously with the Closing pursuant to this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Utz Brands, Inc.), Stock Purchase Agreement (Utz Brands, Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best 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, proper or advisable to consummate and make effective, as soon as possible following the date hereof, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts in (i) Seller the obtaining of all necessary actions or nonactions, waivers, consents and Buyer shall cooperate and shallapprovals from Governmental Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and Seller shall cause each the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers, and any necessary or appropriate financing arrangements, from third parties, (iii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transferred Entities toTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions, and Buyer shall cause to fully carry out the purposes of, this Agreement, (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with Section 5.2(c) or Section 5.2(e) (in the case of the Company’s obligation to use its Affiliates toreasonable best efforts) or a Parent Recommendation Change made in compliance with Section 5.3(c) or Section 5.3(e) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Shareholder Approval and the Parent Shareholder Approval. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to foreign Antitrust Laws as promptly as practicable, and Buyer shall (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use its reasonable best efforts to cause the Majority Stockholders to, expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use their respective of “reasonable best efforts efforts” in this Section 6.3 shall include proposing, negotiating, committing to take and effecting, by consent decree, hold separate order or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, includingotherwise, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesthe sale, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary divestiture or advisable to be obtained from any third party and/or any Government Entity in order to consummate disposition of such assets or businesses of the transactions contemplated by this Agreement, parties or their subsidiaries or affiliates and (y) taking all restrictions, or actions reasonably necessary that after the Effective Time would limit the Company’s or Parent’s or their subsidiaries’ or affiliates’ freedom of action or operations with respect to, or their ability to retain, one or more of its or their subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to comply with avoid the entry of, or satisfy to effect the requirements of dissolution of, any applicable Law injunction, temporary restraining order or other requirements of order in any Government Entity suit or proceeding that would prevent otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement by Transactions, (B) conditioned upon the Termination Date; consummation of the Merger, and (C) unless such sale, divestiture, disposition, restriction or action would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of Parent, the Company and their respective subsidiaries, taken as a whole, provided, however, that Buyer for this purpose, Parent, the Company and their respective subsidiaries, taken as a whole, shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect be deemed a consolidated group of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance entities of the transaction before size and scale of a merger filing hypothetical company that is submitted to a Government Entity. Without limiting the generality 100% of the foregoingsize of the Company and its subsidiaries, each taken as a whole, as of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with date of this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor(a “Regulatory Material Adverse Effect”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IHS Markit Ltd.), Agreement and Plan of Merger (S&P Global Inc.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate subject to the conditions set forth in this Agreement and shallin accordance with applicable Laws, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties to this Agreement will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement to ensure that the conditions set forth in Article VI are satisfied and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, includingincluding (i) obtaining all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (xii) preparing and filing making, as promptly as reasonably practicable all documentation (and in any event within 20 Business Days after the date of this Agreement), an appropriate filing with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to effect all necessary notices, reports the HSR Act with respect to the transactions contemplated hereby and other filings and to obtain submitting as promptly as reasonably practicable any supplemental information requested in connection therewith pursuant to the HSR Act, (iii) making, as promptly as practicable, appropriate filings (a) under the EC Merger Regulation, if required, (b) under the Competition Act (Canada) and the Investment Canada Act of 1984 (Canada), if required, and (c) under any other applicable antitrust, competition, premerger notification, trade regulation, or merger control Law, (iv) obtaining all consents, registrationsapprovals or waivers from, approvalsor taking other actions with respect to, waivers, orders, interpretive guidance, exemptions, permits and authorizations third parties necessary or advisable to be obtained from any third party and/or any Government Entity under Material Contracts in order to consummate connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of ParentCo (which consent shall not be unreasonably withheld or delayed from the perspective of ParentCo), the Company and its Subsidiaries may not pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material liability or other obligation, in connection with obtaining such consent, approval or waiver, (yv) taking all actions reasonably necessary in order subject to comply with or satisfy the requirements first having used its reasonable best efforts to negotiate a reasonable resolution of any applicable Law objections underlying such lawsuits or other requirements of legal proceedings, defending and contesting any Government Entity that would prevent lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, including seeking to have any stay or temporary restraining order entered by the Termination Date; provided, however, that Buyer shall notany Governmental Entity vacated or reversed, and shall cause its Affiliates not to, make (vi) executing and delivering any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect additional instruments necessary to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummate the transactions contemplated by hereby, and to fully carry out the purposes of this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bandag Inc), Agreement and Plan of Merger (Bandag Inc)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) Seller and Buyer shall cooperate and including those contained in this Section 6.09), each of the parties hereto shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates Subsidiaries to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, includingthe Offer, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement Merger and the transactions contemplated by this Agreement, including (i) the taking of all acts necessary to cause the conditions to the Offer and file the conditions to the Merger to each be satisfied as promptly as practicable; (ii) the obtaining of all necessary Permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (iii) the obtaining of all necessary consents or waivers from third parties; (iv) the defending of any lawsuits by a Governmental Entity seeking either a temporary restraining order or a preliminary injunction challenging this Agreement or delaying, preventing or restraining the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court vacated, overturned or reversed; and (v) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), (iii), (iv) and (v) immediately above and (y) supply the other with any information requested under that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any applicable Law in connection communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with this Agreement and respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after receipt consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any filing made with, or written materials submitted to, any Third Party or Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as reasonably practicable. Information disclosed pursuant to this Section 6.09(a) shall be subject to the Confidentiality Agreement, and the parties hereto shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations thereunder. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Without limiting the foregoing, the parties shall request thereforand shall use reasonable commercial efforts to obtain early termination of the waiting period under the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Randstad North America, L.P.), Agreement and Plan of Merger (SFN Group Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, the Company and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and (y) taking all actions reasonably necessary in order to comply filing as promptly as practicable with or satisfy the requirements of any applicable Law Governmental Authority or other requirements third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedinformation, howeverapplications and other documents ii) obtaining and maintaining all approvals, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvalspermits, waiversauthorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, orders, interpretive guidance, exemptions, permits and authorizations with respect proper or advisable to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummate the transactions contemplated by this Agreement, (iii) defending any lawsuits or other proceedings challenging this Agreement and file promptly (iv) satisfying the conditions to closing set forth under Article 9 hereof. The Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall use their respective reasonable efforts to furnish to each other all information required for any additional information requested under application or other filing to be made pursuant to the rules and regulations of any applicable Applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Ade Corp)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate subject to the conditions set forth in this Agreement and shallcompliance with applicable Law and the other terms of this Agreement, and Seller shall cause each of the Transferred Entities toCPA16, Merger Sub, CPA14 and Buyer shall cause its Affiliates to, and Buyer shall W. P. Xxxxx agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and to assist and cooperate with the other in doing, all things, reasonably things necessary, proper or advisable on their respective parts under to fulfill all conditions applicable to such party pursuant to this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, waivers or exemptions from non-governmental third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of CPA16, Merger Sub, CPA14 and W. P. Xxxxx agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by this Agreement as promptly as reasonably practicablethe Transaction Documents, includingincluding seeking to have any stay, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticestemporary restraining order, reports and injunction, or restraining order or other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and (y) taking directors of XXX00, XXX00, Merger Sub and W. P. Xxxxx shall take all actions reasonably such necessary in order to comply with or satisfy action. From the requirements date of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by through the Termination Date; providedEffective Time, however, that Buyer CPA14 shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filingstimely file, or initiate any communications cause to be filed, with any Government Entity with respect the SEC all CPA14 SEC Documents required to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforbe so filed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corporate Property Associates 14 Inc), Agreement and Plan of Merger (Carey W P & Co LLC)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, including using reasonable best efforts to accomplish the following: (xi) preparing and filing as promptly as reasonably practicable the taking of all documentation reasonable acts necessary to effect cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary noticesactions, reports waivers, consents, approvals, orders and other authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain as promptly as reasonably practicable avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the obtaining of all consents, registrationsapprovals or waivers from third parties required as a result of the transactions contemplated in this Agreement, approvalsincluding without limitation the consents referred to in the Company Disclosure Schedule; (iv) the defending of any suits, waiversclaims, ordersactions, interpretive guidanceinvestigations or proceedings, exemptionswhether judicial or administrative, permits challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and authorizations (v) the execution or delivery of any additional instruments reasonably necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause enable the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement Merger and the other transactions contemplated by this Agreement, and file Agreement to be consummated as promptly any additional information requested under any applicable Law in connection with as practicable on the terms contemplated by this Agreement and to otherwise act to eliminate or minimize the transactions contemplated by this Agreement, after receipt effects of the request thereforsuch takeover statute.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.), Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best 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, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the Majority Stockholders conditions to Closing to be satisfied as promptly as practicable, (ii) the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or nonactions, waivers, consents, authorizations, orders and approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including approval from FERC under the FPA and filings under the HSR Act or any foreign antitrust, competition or foreign investment Laws) applicable to the Transactions and other registrations, declarations and filings with, or notices to, Governmental Entities, (iv) defending through litigation on the merits any claim asserted in a court or administrative or other tribunal by any Governmental Entity acting pursuant to applicable Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Outside Date, (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, responding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In the event that any litigation, administrative or judicial action or other proceeding is commenced challenging the Merger or any of the other Transactions, each of Parent and the Company shall cooperate with each other and use their its respective reasonable best efforts to take contest and resist any such litigation, action or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings proceeding and to obtain as promptly as reasonably practicable all consentshave vacated, registrationslifted, approvalsreversed or overturned any decree, waiversjudgment, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law injunction or other requirements of any Government Entity order, whether temporary, preliminary or permanent, that would prevent the is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, Transactions. In connection with and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer Parent and Seller shallthe Company and their respective Boards of Directors shall (A) take all action necessary to ensure that no Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other Transactions and Seller shall cause (B) if any Takeover Law becomes applicable to this Agreement, the Transferred Entities toMerger or any of the other Transactions, take all action necessary to ensure that the Merger and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make other Transactions may be consummated as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with on the terms contemplated by this Agreement and otherwise to minimize the transactions contemplated by effect of such statute or regulation on this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement the Merger and the transactions contemplated by this Agreement, after receipt of the request thereforother Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Limited Liability Company Agreement (Williams Companies Inc)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer subject to the conditions set forth in this Agreement, the Company and Parent shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its their reasonable best efforts to cause the Majority Stockholders topromptly (i) take, use their respective reasonable best efforts or to take or cause to be taken taken, all actions, and do to do, or to cause to be done done, and to assist and cooperate with the other parties in doing all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement; (ii) obtain from any Governmental Entities or any other third parties any actions, includingnon-actions, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesclearances, reports and other filings and to obtain as promptly as reasonably practicable all waivers, consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable orders required to be obtained from by the Company, Parent, Merger Sub or any third of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; provided, that in connection therewith, without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or its Subsidiaries will make or agree to make any material payment or accept any material conditions or obligations, including amendments to existing conditions and obligations; (iii) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party and/or informed in all material respects of any Government material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in order connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences; (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order . No parties to comply with or satisfy this Agreement shall consent to any voluntary delay of the requirements Closing at the behest of any applicable Law or other requirements of any Government Governmental Entity that would prevent without the consummation consent of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect other parties to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement which consent shall not be unreasonably withheld. For the avoidance of doubt, Parent, Merger Sub and the transactions contemplated by Company agree that nothing contained in this Agreement, after receipt Section 6.10(a) shall modify or affect their respective rights and responsibilities under Section 6.10(b). The provisions of this Section 6.10(a) shall not apply to the request thereformatters described in Section 5.9 and Section 6.17.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (i) Seller including Section 5.3(d)), each of Holdings LP and Buyer the AMID Entities shall cooperate with the other and shall, use (and Seller shall cause each of the Transferred Entities toother Southcross Companies and each of AMID’s Subsidiaries, and Buyer shall cause its Affiliates torespectively, and Buyer shall use to use) its reasonable best efforts to cause the Majority Stockholders to(i) take, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other in doing, all things, reasonably necessary, proper or advisable on their respective parts under this Agreement applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and applicable Laws in any event no later than the Outside Date) and to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, includingthe Transactions, (x) including preparing and filing as promptly as reasonably practicable and fully with any Governmental Authority all documentation to effect all necessary filings, notifications, notices, reports and other filings and to obtain as promptly as reasonably practicable all consentspetitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) and maintain all approvals, waiversconsents, ordersclearances, interpretive guidanceexpirations or terminations of waiting periods, exemptionsregistrations, permits permits, authorizations and authorizations necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by Transactions, (iii) defend any Legal Proceedings challenging this Agreement, and (y) taking all actions reasonably necessary in order to comply with Agreement or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by Transactions or seek to have vacated, lifted, reversed or rescinded any injunction or restraining order or other order that prohibits, prevents, restricts or otherwise adversely affects the Termination Date; provided, however, that Buyer shall not, ability of the parties to consummate the Transactions and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of (iv) obtain all necessary consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust approvals or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforwaivers from third parties.
Appears in 2 contracts
Samples: Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (American Midstream Partners, LP)
Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each Each of the Transferred Entities to, Company and the Buyer shall cause its Affiliates to, and Buyer shall Parties agrees to use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by Transactions as soon as practicable after the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entitydate hereof. Without limiting the generality of the foregoing, each of the Company and the Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall Parties (i) agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Majority Stockholders to, make as promptly as reasonably practicable Transactions (which actions shall include furnishing all filings and submissions information required under any applicable Law in connection with this Agreement approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the transactions Transactions, (ii) shall, and shall cause its Subsidiaries to, use its or their reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public Person required to be obtained or made by the Buyer Parties, the Company or any of their Subsidiaries in connection with the Transactions or the taking of any action contemplated thereby or by this Agreement, the Parent Asset Purchase Agreement and file promptly the Arizona Asset Purchase Agreement and (iii) agrees to execute and deliver any additional documents or instruments necessary, proper or advisable to consummate the Transactions contemplated hereby, and to fully carry out the purposes of this Agreement, the Parent Asset Purchase Agreement and the Arizona Asset Purchase Agreement. Subject to applicable Laws relating to the exchange of information, each of the Buyer Parties and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information requested under relating to the Buyer Parties or the Company, as the case may be, and any applicable Law of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third Person and/or any Governmental Entity in connection with this Agreement the Transactions (including the Proxy Statement). In exercising the foregoing rights, the Company and the transactions contemplated by this Agreement, after receipt each of the request thereforBuyer Parties shall act reasonably and as promptly as practicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CNL Hotels & Resorts, Inc.), Agreement and Plan of Merger (Ashford Hospitality Trust Inc)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) Seller the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and Buyer approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible and (iv) the obtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any Divestiture. In connection with and without limiting the foregoing, the Company and Parent shall (A) duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act and (B) duly make all notifications and other filings required (i) under the EC Merger Regulation (together with the HSR Filings, the “Antitrust Filings”) or (ii) under any other applicable competition, merger control, antitrust or similar Law that the Company and Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or other Laws, as applicable. Each party shall cooperate and shallwith the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, and Seller shall cause each of the Transferred Entities toif requested, and Buyer shall cause its Affiliates to, and Buyer to promptly amend or furnish additional information thereunder. Each party shall use its reasonable best efforts to cause furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actionstransactions contemplated by this Agreement, and do to keep the other party reasonably informed with respect to the status of each clearance, approval or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective waiver sought from a Governmental Entity in connection with the transactions contemplated by this Agreement as and the material communications between such party and such Governmental Entity. Each party shall without limitation: (1) promptly as reasonably practicablenotify the other of, includingand if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement, (x2) preparing permit the other to review and filing as promptly as reasonably practicable discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Entity, (3) not participate in any meeting or have any communication with any such Governmental Entity unless it has given the other an opportunity to consult with it in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate therein, (4) furnish the other with copies of all documentation to effect all necessary notices, reports and other filings and communications between it and any such Governmental Entity with respect to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y5) taking all actions furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Such materials and the information contained therein shall be given only to the outside legal counsel of the other and will not be disclosed by such outside counsel to employees, officers, or directors of their client unless express permission is obtained in order advance from the disclosing party or its legal counsel. Neither party shall, nor shall it permit any of its Subsidiaries to, acquire or agree to comply with acquire any business, person or satisfy division thereof, or otherwise acquire or agree to acquire any assets if the requirements entering into of any applicable Law a definitive agreement relating to or other requirements of any Government Entity that would prevent the consummation of such acquisition, could reasonably be expected to materially increase the transactions contemplated by this Agreement by risk of not obtaining the Termination Date; providedapplicable clearance, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report approval or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations waiver from an Antitrust Authority with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement. The Company and its Board of Directors shall (1) use reasonable best efforts to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, and file promptly the Merger or any additional information requested under any applicable Law in connection with of the other transactions contemplated by this Agreement and (2) if any state takeover Law or similar Law becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, after receipt use reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, Parent and its Affiliates shall be required to agree to Divestitures to one or more purchasers approved by the Federal Trade Commission and the European Commission and in a manner approved by such entities of such assets, including technologies, that currently constitute: (a) the vascular intervention and endovascular businesses of the request thereforCompany; (b) all assets of Parent that relate to cardiac ablation and beating heart surgery products, including, but not limited to, Parent’s equity and equity option interests in Endoscopic Technologies Inc., as well as the Company’s cardiac ablation and beating heart surgery assets collaterally impacted by the Divestitures referred to in section (a) above; and (c) all of Parent’s equity interests in Cameron Health, Inc. (it being agreed that Parent will not exercise its option to acquire any additional equity interests in Cameron Health, Inc. without obtaining the prior consent of the Federal Trade Commission). For purposes of this Agreement, a “Divestiture” of any asset shall mean (i) any sale, transfer, license, separate holding, divestiture or other disposition, or any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership, of such asset or (ii) the termination or amendment of any existing relationships and contractual rights. It is agreed and understood that, for purposes of this Agreement, a Divestiture of a business unit, product line or development program may include (x) the transfer of any and all assets primarily relating to that business unit or to the research, development, manufacture, marketing or sale of that product line or development program and (y) licensing or otherwise making available assets that are related, but not primarily, to that business unit, product line or development program; provided that Parent, the Company or their Affiliates will be entitled to a license back of, or otherwise have made available to them, transferred assets to the extent that such assets otherwise relate to other retained businesses, product lines or development programs of Parent, the Company or any of their respective Affiliates. It is understood and agreed by the parties that, for purposes of this Agreement, the effect of any Divestiture required to be made pursuant to this Section 5.03 shall not, directly, or indirectly, be deemed to result in a breach of the representations and warranties set forth herein. In implementing Section 5.03 of this Agreement, Parent shall use reasonable best efforts to obtain any required consents, approvals and waivers from third parties in connection with any Divestitures.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer party hereto shall use its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take take, or cause to be taken taken, promptly all actions, and do to do, or cause to be done done, promptly and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this AgreementAgreement and the Related Documents, including: (i) the obtaining of all necessary Consents required to consummate the transactions contemplated by this Agreement and the Related Documents in a timely manner, including any Consent required under any Legal Requirement, Contract, Lease or Easement applicable to the Business and all Consents listed in Schedule 5.3, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Related Documents or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed, and (yiii) taking all actions reasonably necessary in order to comply with or satisfy the requirements execution and delivery of any applicable Law additional instruments necessary to consummate the transactions contemplated by this Agreement and the Related Documents; provided, however, that in no event shall Seller or its Affiliates be required to pay any penalty, compensation or other requirements consideration to any third party for any such Consent. In the event that any Proceeding is commenced challenging the proposed transactions contemplated by this Agreement or the Related Documents, each of the parties shall cooperate with each other and use its respective reasonable best efforts to contest and resist any Government Entity such Proceeding 34 and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that would prevent the is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement by or the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforRelated Documents.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Southern Union Co)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause in all cases subject to Section 6.2(b), each of Parent, Merger Sub and the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Company shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, reasonably actions that are necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement effective, as promptly as reasonably practicable, includingthe Transactions, including using reasonable best efforts to (xi) preparing and filing cause each of the conditions to the Merger set forth in Article VII to be satisfied as promptly as reasonably practicable all documentation to effect all necessary noticesafter the date of this Agreement, reports and other filings and to obtain (ii) obtain, as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate after the transactions contemplated by date of this Agreement, and (y) taking maintain all necessary actions reasonably or non-actions and Consents from Governmental Authorities and make all necessary in order to comply registrations, declarations and filings with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, howeverGovernmental Authorities, that Buyer shall notare necessary to consummate the Merger, and shall cause its Affiliates not to, make any filing for any such notice, report (iii) obtain all necessary or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required appropriate Consents under any applicable Law Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the transactions contemplated by this Agreementconsummation of the Transactions and (iv) reasonably cooperate with the other party or parties with respect to any of the foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and file promptly the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional information requested security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any applicable Law Contract; provided that, if so requested in connection with this Agreement and writing by Parent, the transactions contemplated by this AgreementCompany shall agree to any such payment, after receipt of consideration, security or Liability that is conditioned upon the request thereforClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties and Buyer use (and shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts (unless, with respect to take any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and assist and cooperate with the other parties hereto in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective cause the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings and to documents, (ii) obtain as promptly as reasonably practicable all approvals, consents, registrations, approvals, waivers, orderspermits, interpretive guidanceauthorizations, exemptionsorders and other confirmations from any Governmental Entity or third party necessary, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, (iii) execute and deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement and (yiv) taking all actions reasonably necessary defend or contest in order to comply with good faith any Action brought by a third party that could otherwise prevent or satisfy the requirements of impede, interfere with, hinder or delay in any applicable Law or other requirements of any Government Entity that would prevent material respect the consummation of the transactions contemplated by this Agreement by Agreement, in the Termination Date; providedcase of each of clauses (i) through (iv), howeverother than with respect to filings, that Buyer shall notnotices, petitions, statements, registrations, submissions of information, applications and shall cause its Affiliates not toother documents, make any filing for any such noticeapprovals, report or filing in respect of consents, registrations, approvalspermits, waiversauthorizations and other confirmations relating to Global Competition Laws, orders, interpretive guidance, exemptions, permits which are the subject of Section 7.02(b) and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforSection 7.02(c).
Appears in 2 contracts
Samples: Tax Matters Agreement, Solicitation and Non Disclosure Agreement (Fleetcor Technologies Inc)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) Seller and Buyer shall cooperate and including those contained in this Section 5.10), each of the parties hereto shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates Subsidiaries to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Acquirer will take all action necessary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Target and Acquirer shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) taking all actions supply the other with any information that may be reasonably necessary required in order to comply with effectuate the taking of such actions. Each party hereto shall promptly inform the other party or satisfy parties hereto, as the requirements case may be, of any applicable Law or other requirements of communication from any Government Governmental Entity that would prevent the consummation regarding any of the transactions contemplated by this Agreement by Agreement. If the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make Target or Acquirer receives a request for additional information or documentary material from any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Governmental Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and file promptly any additional information requested under after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Law Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with this Agreement and the transactions contemplated by this Agreement. Neither Acquirer nor the Target shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, after receipt toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the request thereforother (such consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using its reasonable best efforts to accomplish the following: (i) Seller the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and Buyer shall cooperate authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by a Governmental Entity and (iv) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated hereby or thereby, use their reasonable best efforts to ensure that the Merger and Seller shall cause the other transactions contemplated hereby or thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated hereby or thereby. If any objections are asserted with respect to the transactions contemplated by this Agreement under any antitrust or competition law, each of Parent and the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Company shall use its reasonable best efforts and cause its subsidiaries to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause resolve any such objections so as to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the permit consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, brought by any Governmental Entity (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit the ownership or operation by the Termination Date; providedCompany, however, that Buyer shall not, and shall cause Parent or any of their respective affiliates of any portion of the business or assets of the Company or its Affiliates not to, make any filing for subsidiaries or Parent or its subsidiaries or to require any such noticeperson to dispose of or hold separate any portion of the business or assets of the Company or its subsidiaries, report or filing Parent or its subsidiaries, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and cooperation to each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other person promptly following the receipt of any comments or requests from any Governmental Entity for amendments, supplements or additional information in respect of consentsany registration, registrationsdeclaration or filing with such Governmental Entity and will supply the other person with copies of all correspondence between such person or any of its representatives, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shallone hand, and Seller shall cause any Governmental Entity, on the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforother hand.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chemfirst Inc), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, the Company and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (yii) taking obtaining and maintaining all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedapprovals, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvalspermits, waiversauthorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, orders, interpretive guidance, exemptions, permits and authorizations with respect proper or advisable to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of Parent shall not be deemed to require Parent to, and file promptly and, without the prior written consent of Parent, the Company shall not, (A) enter into any additional information requested under settlement, undertaking, consent decree, stipulation or agreement with any applicable Law Governmental Authority in connection with this Agreement and the transactions contemplated hereby or (B) sell, divest or otherwise hold separate (including by this Agreementestablishing a trust or otherwise), after receipt or take any other action (or otherwise agree to do any of the request thereforforegoing), in each case of clauses (A) and (B), (1) with respect to any of Parent’s or its Subsidiaries’ businesses, assets or properties or (2) with respect to any of the Company’s or its Subsidiaries’ businesses, assets or properties, unless, in the case of this clause (2) only, such action would not reasonably be expected to be, individually or in the aggregate, adverse in any material respect to the Company and its Subsidiaries, taken as a whole. Each of Parent and the Company shall (i) cooperate in all respects and consult with each other in connection with filings, including by allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, Governmental Authorities, by promptly providing copies to the other party of any such written communications and (iii) permit the other party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with Governmental Authorities, and to the extent not prohibited by a Governmental Authority, give the other party the opportunity to attend and participate in any in-person meetings with that Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NICE Ltd.), Agreement and Plan of Merger (inContact, Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, the Company and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under Applicable Law to consummate in the most expeditious manner possible the transactions contemplated by this Agreement Agreement, including (i) preparing and applicable filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) taking all appropriate actions, and doing, or causing to be done, all things necessary, proper or advisable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and including using its reasonable best efforts to obtain as promptly as reasonably practicable and maintain all approvals, consents, registrations, approvalspermits, waiverslicenses, certificates, variances, exemptions, orders, interpretive guidancefranchises, exemptionsauthorizations and other confirmations of all Governmental Authorities or other Third Parties that are necessary, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and to fulfill the conditions to the transactions contemplated by this Agreement, and file promptly (iii) defending any additional information requested under actions, suits, claims, investigations or proceedings threatened or commenced by any applicable Law in connection with this Agreement and Governmental Authority relating to the transactions contemplated by this Agreement, after receipt of including seeking to have any stay, temporary restraining order or preliminary injunction entered by any Governmental Authority vacated or reversed, and (iv) cooperating to the request thereforextent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc), Agreement and Plan of Merger (Rehabcare Group Inc)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties and Buyer use (and shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts (unless, with respect to take any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and assist and cooperate with the other parties hereto in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective cause the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including (A) taking all such actions contemplated by the terms of this Agreement, (B) otherwise preparing and filing promptly and fully all documentation to effect all necessary filings, notices, reports and other filings and to obtain as promptly as reasonably practicable all consentspetitions, statements, registrations, approvalssubmissions of information, waiversapplications and other documents and (C) executing and delivering any additional instruments necessary to consummate the Transactions, orders(ii) obtain all Consents from any Governmental Authority or third party (assuming the accuracy of the representations and warranties made in Section 3.04(g)) necessary, interpretive guidance, exemptions, permits and authorizations necessary proper or advisable to be obtained from consummate the Transactions, including any such Consents required with respect to the Company Insurance Approvals, the Parent Insurance Approvals and under applicable Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to avoid any Actions by any Governmental Authorities with respect to this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party and/or party, whether judicial or administrative, challenging this Agreement or that could otherwise prevent or impede, interfere with, hinder or delay in any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent material respect the consummation of the transactions contemplated by this Agreement by the Termination DateTransactions; provided, however, provided that Buyer in no event shall not, and shall cause its Affiliates not to, make Parent or Merger Sub be required to commence any filing for litigation against any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforGovernmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hartford Financial Services Group Inc/De), Agreement and Plan of Merger (Navigators Group Inc)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate subject to the conditions set forth in this Agreement, until the earlier of the Effective Time and shallthe termination of this Agreement in accordance with its terms, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do or cause to be done all things, actions that are reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger, the Share Issuance, the Charter Amendment and the other transactions contemplated by this Agreement as promptly as reasonably practicable(other than waiving any conditions to Closing set forth in Article VI), including, including using reasonable best efforts to accomplish the following: (xi) preparing and filing as promptly as reasonably practicable obtain all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all required consents, registrationsapprovals or waivers from non-Governmental Entity third parties necessary, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate and make effective the Merger, the Share Issuance and the Charter Amendment and the other transactions contemplated by this Agreement, (ii) obtain all necessary actions or non-actions, waivers, consents, clearances, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings with, and take all steps as may be necessary to avoid any Action by, any Governmental Entity, and (yiii) taking all actions reasonably necessary execute and deliver any additional instruments, in order each case as necessary, proper or advisable to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of consummate the transactions contemplated by hereby and fully to carry out the purposes of this Agreement by the Termination DateAgreement; provided, however, that Buyer in each case that, no party shall notbe required to pay any fee, and shall cause its Affiliates not to, make penalty or other consideration to any filing for any such notice, report Governmental Entity or filing other third party in respect of any such consents, registrations, approvals, approvals or waivers, orders, interpretive guidance, exemptions, permits . Each of the parties hereto shall furnish to each other party such necessary information and authorizations reasonable assistance as the other party may reasonably request in connection with respect the foregoing and will cooperate in responding to any antitrust inquiry from a Governmental Entity, including promptly (and in no event later than two (2) Business Days) informing the other party of such inquiry, consulting in advance before making any presentations or merger filingssubmissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or initiate any communications with any Government Governmental Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HRG Group, Inc.), Agreement and Plan of Merger (Spectrum Brands Holdings, Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) Seller and Buyer shall cooperate and including those contained in this Section 5.9), each of the parties hereto shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates Subsidiaries to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper proper, or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (yiii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking all of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably necessary required in order to comply with effectuate the taking of such actions. Each party hereto shall promptly inform the other party or satisfy parties hereto, as the requirements case may be, of any applicable Law or other requirements of communication from any Government Governmental Entity that would prevent the consummation regarding any of the transactions contemplated by this Agreement by Agreement. If the Termination Date; providedCompany, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filingson the one hand, or initiate Parent or Merger Sub, on the other hand, receives a request for additional information or documentary material from any communications with any Government Governmental Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and file promptly any additional information requested under after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Law Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement and shallapplicable Law, and Seller shall cause each of the Transferred Entities to, Parties shall act in good faith and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly soon as reasonably practicable. Without limiting the foregoing, includingthe Parties shall, and shall cause their respective affiliates, and use reasonable best efforts to cause their (xand their respective affiliates) preparing directors, officers, employees, agents, attorneys, accountants and filing as promptly as reasonably practicable all documentation representatives, to effect all necessary notices, reports and other filings and to (i) obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orderslicenses, interpretive guidancepermits, exemptionsauthorizations, permits and authorizations necessary registrations, qualifications or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreementother permissions or actions by, and (y) taking give all actions reasonably necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other person necessary in order to comply connection with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by as soon as reasonably practicable; (ii) provide all such information concerning such Party, its affiliates and its officers, directors, employees and partners as may be necessary or reasonably requested in connection with any of the Termination Dateforegoing; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings(iii) avoid the entry of, or initiate have vacated or terminated, any communications with injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the transactions contemplated hereby, including but not limited to defending through litigation on the merits any Government claim asserted in any court by any person; and (iv) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order the transactions contemplated hereby so as to give Seller a reasonable opportunity enable the consummation of such transactions to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityoccur as expeditiously as possible. Without limiting the generality of Notwithstanding the foregoing, each DISH and its affiliates shall not be required to take an action to obtain regulatory approval that it determines to be adverse to DISH, any of Buyer and Seller shall, and Seller shall cause its affiliates or the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforInternational Assets.
Appears in 2 contracts
Samples: Implementation Agreement, Implementation Agreement (ICO Global Communications (Holdings) LTD)
Reasonable Best Efforts. (a) (i) Seller Prior to the Closing, Purchaser and Buyer the Sellers shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take take, or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and any applicable Laws to consummate and make effective in the most expeditious manner possible the transactions contemplated by this Agreement as promptly as reasonably practicable, including, including (xi) preparing the preparation and filing as promptly as reasonably practicable of all documentation to effect all necessary noticesforms, reports registrations and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable notices required to be obtained from any third party and/or any Government Entity in order filed to consummate the transactions contemplated by this Agreement, and (yii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation satisfaction of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect other parties’ conditions to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummating the transactions contemplated by this Agreement, (iii) taking all actions reasonably necessary to obtain (and file promptly cooperating with each other in obtaining) any additional consent, authorization, order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information requested required under any applicable Law Antitrust Laws and in connection with this Agreement approvals of or filings with any other Governmental Entity) required to be obtained or made by Purchaser, the Sellers and the Companies or any of their respective affiliates in connection with the transactions contemplated by this Agreement or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Purchaser, the Sellers and the Companies shall use all reasonable best efforts to fulfill all conditions precedent to the Acquisition and shall not take any action after receipt the date of this Agreement that would reasonably be expected to materially delay the request thereforobtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the Closing.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Om Group Inc), Asset and Stock Purchase Agreement (Om Group Inc)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties hereto agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following (provided, however, that this Section 5.03 shall not apply to any actions related to the Financing as to which Section 5.09 shall apply exclusively in determining Parent’s obligations with respect thereto): (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with, or notices to, Governmental Entities, including pursuant to Merger Control Laws) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a claim, action, suit, proceeding or investigation by, any Governmental Entity, (iii) the obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall the Company or any of its Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. It is understood and agreed that “reasonable best efforts” of a party with respect to actions or undertakings relating to any person other than a Governmental Entity shall not include any actions or undertakings which would reasonably be expected to result in material cost or material harm to such party. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (A) take all action necessary to ensure that no state takeover statute is or becomes applicable to this Agreement, the Share Exchange or any of the other transactions contemplated by this Agreement as promptly as reasonably practicableand (B) if any state takeover statute becomes applicable to this Agreement, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the Share Exchange or any of the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, take all action necessary to ensure that the Share Exchange and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make may be consummated as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Share Exchange and the other transactions contemplated by this Agreement, and file promptly . No party shall voluntarily extend any additional information requested waiting period under the HSR Act or any applicable Merger Control Law in connection or enter into any agreement with this Agreement and any Governmental Entity to delay or not to consummate the transactions contemplated by this Agreement, after receipt Transactions except with the prior written consent of the request thereforother parties (such consent not to be unreasonably withheld or delayed and which reasonableness shall be determined in light of each party’s obligation to use reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions).
Appears in 2 contracts
Samples: Agreement and Plan of Share (Millipore Corp /Ma), Agreement and Plan of Share (Millipore Corp /Ma)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement applicable laws and applicable Laws regulations to consummate and make effective effective, in the most expeditious manner practicable, the Offer and the Merger, including (i) obtaining all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and 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 any Governmental Entity (including those in connection with any governmental antitrust review), (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending any claims, investigations, actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) executing and delivering any additional instruments necessary to consummate the Offer and the Merger. Subject to applicable laws and the terms of any relevant agreements with third parties relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will promptly consult the other on, any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement Agreement. The Company and Parent shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications sent to or received by Parent or the Company and its Subsidiaries, as promptly as reasonably practicablethe case may be, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Governmental Entity with respect to the transactions contemplated hereby. Each party shall afford the other party with advance notice of, and a meaningful opportunity to participate in, any antitrust such communications to or merger filingsfrom Governmental Entities, including, without Buyer’s first consulting limitation, a right to attend, with Seller advisors present, any meetings (telephonic or in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityperson) with such Governmental Entities. Without limiting the generality In furtherance of the foregoing, each in connection with the receipt of Buyer any necessary approvals under the HSR Act or any other comparable laws of foreign jurisdictions, Parent, the Company and Seller shalltheir respective Subsidiaries shall be required to take or commit to take any and all actions that may be required with respect to Parent or the Company or any of their respective Subsidiaries or any portions thereof or any of the businesses, and Seller shall cause product lines, properties or assets of the Transferred Entities Parent or the Company or any of their respective Subsidiaries (including, but not limited to, challenging, defending against and Buyer shall cause its Affiliatesappealing any Action, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders toinjunction, make as promptly as reasonably practicable all filings and submissions required under order or decree that may be taken or issued by or before any applicable Law Governmental Entity in connection with this Agreement and or the transactions contemplated by this Agreementhereby), unless in any such case any such action is reasonably likely to (i) have a Company Material Adverse Effect (without giving effect to the exceptions (i)-(v) thereof) or a material adverse effect on the business, assets, liabilities, operations, results of operations or condition (financial or otherwise) of Parent and file promptly its subsidiaries, taken as a whole, (ii) require Parent or any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of its Subsidiaries to divest or hold separate a material amount of the request thereforassets of Parent and its Subsidiaries, taken as a whole or (iii) have a material adverse effect on the benefits expected to be realized by Parent from the transaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reuters Group PLC /Adr/), Agreement and Plan of Merger (Multex Com Inc)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause including Section 5.3(d), each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable satisfaction of the conditions precedent to the Merger, including (i) the obtaining of all consents, registrations, approvalsnecessary actions or nonactions, waivers, ordersclearances, interpretive guidanceconsents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, exemptionsor to avoid an action or proceeding by, permits any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and authorizations adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, (iv) seeking the lifting or rescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the transactions contemplated hereby and to cooperate to defend against it and respond thereto, (vi) the execution and delivery of any additional instruments necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement, (vii) using commercially reasonable efforts to arrange for the Company’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent’s financings of the Cash Consideration and (yviii) taking assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions reasonably necessary other than those arising from such person’s willful misconduct or gross negligence. For purposes of this Agreement, reasonable best efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to comply with or satisfy do so, and (iv) conduct the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation business of the transactions contemplated by this Agreement by Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, except to the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for extent any such notice, report or filing action described in respect clauses (i) through (iv) would not reasonably be expected to materially impair the benefits each of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits Parent and authorizations with respect the Company reasonably expects to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller be derived from the combination of Parent and the Company through the Merger. In furtherance and not in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each of Buyer Parent and Seller shall, the Company agrees to make an appropriate filing under HSR with respect to the transactions contemplated hereby as promptly as practicable and Seller shall cause in any event within 20 Business Days following the Transferred Entities to, date hereof and Buyer shall cause its Affiliates, to supply as promptly as practicable any additional information and Buyer shall use its reasonable best efforts documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt expiration or termination of the request thereforapplicable waiting periods under the HSR Act as soon as practicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpha Natural Resources, Inc.), Agreement and Plan of Merger (Cleveland Cliffs Inc)
Reasonable Best Efforts. (a) (i) Seller Without limiting the other provisions of this Article 6, upon the terms and Buyer shall cooperate and shallconditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities toParties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and Buyer shall to do, or cause its Affiliates toto be done, and Buyer to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable law to fulfill all conditions applicable to such party pursuant to this Agreement (including, as applicable, Section 7.1 or 7.2 of this Agreement) and to consummate the Transactions and the other transactions contemplated by this Agreement. The Parties shall use their respective reasonable best efforts to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. Except to the extent that Parent requests otherwise and waives any resulting failure of a condition to Acquisition’s obligation to purchase the shares of Common Stock tendered in response to the Tender Offer, the Company and Parent will cooperate and use their respective reasonable best efforts to obtain as promptly as practicable all consents, approvals and waivers required by third persons so that all permits and contracts of the Company and its subsidiaries will remain in full force and effect after the Effective Time. Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts Expiration Time and the Effective Time to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement occur as promptly as reasonably practicable, includingincluding by defending against any lawsuits, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesactions or proceedings, reports and other filings and to obtain as promptly as reasonably practicable all consentsjudicial or administrative, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary challenging this Agreement or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall nothereby, and shall cause its Affiliates seeking to have any restraint or prohibition entered or imposed by any court or other Governmental Authority that is not toyet final and non-appealable vacated or reversed, make provided that none of Parent, Acquisition or the Company (unless Parent agrees to reimburse the Company) will be required voluntarily to incur or increase any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller financial obligation in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoingresolve lawsuits, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforactions or proceedings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Armour Residential REIT, Inc.), Agreement and Plan of Merger (Javelin Mortgage Investment Corp.)
Reasonable Best Efforts. (a) (i) Subject to the terms and conditions set forth in this Agreement, including this Section 6.5, Seller and Buyer shall cooperate and shall, and Seller shall cause will each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts and will assist and cooperate with the other Parties to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to (i) consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as reasonably practicable, including, ; (xii) preparing and filing as promptly as reasonably practicable all documentation to effect obtain all necessary noticesauthorization, reports clearances, consents, orders and other approvals, including the Seller Approvals, from Governmental Entities and make such registrations and filings and as may be necessary to obtain as promptly as reasonably practicable an approval or waiver from, or to avoid an Action by, any Governmental Entity; (iii) obtain all necessary consents, registrationsapprovals or waivers from third parties; (iv) defend any Actions challenging this Agreement or the Transactions; and (v) execute and deliver any additional instruments reasonably necessary to consummate and carry out fully the Transactions. Seller and Buyer will, approvalssubject to applicable Law, waiverspromptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing, orderssupply the other with any information that may be reasonably required in order to effectuate the taking of such actions and use reasonable best efforts to cooperate with each other in determining whether any filings are required to be made with, interpretive guidanceor consents, exemptionspermits, permits and authorizations necessary authorizations, waivers or advisable approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the Transactions. Each Party will promptly inform the other Party or Parties, as the case may be, of any communication from any Governmental Entity regarding the Transactions, and, subject to the requirements of applicable Law and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Seller or Buyer, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to thereto. If Seller or Buyer receives a request for additional information or documentary material from any antitrust or merger filings, or initiate any communications with any Government Governmental Entity with respect to any antitrust or merger filingsthe Transactions, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall then it will use its reasonable best efforts to make, or cause the Majority Stockholders toto be made, make as promptly soon as reasonably practicable all filings and, to the extent permitted by applicable Law, after permitting counsel for the other party reasonable opportunity to review in advance, and submissions required under considering in good faith the views of the other party, an appropriate response in compliance with such request. Seller agrees that it will not participate in any applicable Law substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with this Agreement the Transactions unless it consults with Buyer in advance and, to the extent not prohibited by such Governmental Entity, gives Buyer the opportunity to attend and the transactions contemplated by this Agreementparticipate. Neither Buyer nor Seller will commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, and file promptly any additional information requested under toll or extend any applicable Law in connection with this Agreement and waiting period imposed under applicable Antitrust Laws, without the transactions contemplated by this Agreement, after receipt prior written consent of the request thereforother (such consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alliqua BioMedical, Inc.)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities toCompany, Parent and Buyer shall Merger Sub will use (and cause its Affiliates to, and Buyer shall use to use) its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableOffer, including, (x) preparing the Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties and all consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Offer, the Merger, this Agreement or the transactions contemplated by this Agreement (it being understood that the failure to receive any such consents, approvals or waivers will not be a condition to Parent’s and Merger Sub’s obligations hereunder), and (yiii) taking all actions reasonably necessary in order to comply with or satisfy the requirements execution and delivery of any applicable Law additional instruments necessary to consummate the Offer or the Merger and the other transactions contemplated by this Agreement; provided, however, that in no event will the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other requirements of consideration to any Government Entity that would prevent third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law Contract or to incur any material cost or expense in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforperformance hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Depot, Inc.), Agreement and Plan of Merger (HD Supply Holdings, Inc.)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and subject to the conditions of this Agreement, each Party shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its their respective Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take to, as promptly as practicable, (i) consummate the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) obtain from any Governmental Authority any consent, approval, authorization, waiver or cause order required to be taken all actions, and do obtained or cause to be done all things, reasonably necessary, proper made by any Party or advisable on any of their respective parts under this Agreement Affiliates and applicable Laws avoid any Action by any Governmental Authority, in each case in connection with the Offer and the Merger and to consummate and make effective fulfill the conditions to the transactions contemplated by this Agreement as promptly as reasonably practicable, includingAgreement, (xiii) preparing and filing as promptly as reasonably practicable all documentation to effect make all necessary noticesfilings, reports and thereafter make any other filings required submissions, with respect to this Agreement required under applicable Law, including the HSR Act and any other applicable Antitrust Laws, in each case in connection with the Offer and the Merger and to fulfill the conditions to the transactions contemplated by this Agreement, and (iv) to the extent requested by Parent, obtain as promptly as reasonably practicable all necessary or appropriate consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits waivers and authorizations approvals and make all necessary or advisable appropriate notifications under any Contracts of the Company and its Subsidiaries, in each case in connection with the Offer and the Merger (provided, that the actions contemplated by this subclause (iv) shall not be a condition to be obtained from any third party and/or any Government Entity in order the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, including the Offer and (y) taking all actions reasonably necessary in order the Merger). Upon the terms and subject to comply with or satisfy the requirements conditions of any applicable Law or other requirements of any Government Entity that would prevent this Agreement, Parent and the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall notCompany shall, and shall cause its their respective Affiliates not to, make any filing for any cooperate with each other in connection with obtaining all such notice, report or filing in respect of consents, registrations, approvals, waiversauthorizations, orders, interpretive guidance, exemptions, permits waivers or orders and authorizations with respect to any antitrust or merger the making of all such filings, including, unless prohibited by applicable Law or initiate any communications with any Government Entity with respect a Governmental Authority, providing copies of all such non-proprietary documents to any antitrust outside counsel for the non-filing Party prior to filing and, if reasonably requested, accepting all reasonable additions, deletions or merger filings, without Buyer’s first consulting with Seller changes suggested in order to give Seller a reasonable opportunity to comment on connection therewith. Parent and the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller Company shall, and Seller shall cause the Transferred Entities their respective Affiliates to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts promptly furnish to cause each other all information reasonably required for any application or other filing to be made by the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under other with any applicable Law Governmental Authority in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement most expeditious manner and as promptly as reasonably practicable, including, (x) preparing the Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and including (yi) taking the obtaining of all necessary actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvalsnon-actions, waivers, orders, interpretive guidance, exemptions, permits consents and authorizations with respect approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to any antitrust obtain an approval or merger filingswaiver from, or initiate to avoid an action or proceeding by, any communications Governmental Entity, including all filings required under the HSR Act, with any Government Entity with respect to any antitrust the Federal Trade Commission or merger filingsthe United States Department of Justice, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on which HSR filings the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall parties will use its their reasonable best efforts to cause make within 10 business days from the Majority Stockholders todate hereof, make as promptly as reasonably practicable and all filings notifications and submissions other filing, notification or registration required under any applicable Law antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of all necessary consents, approvals or waivers and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to Applicable Laws relating to the exchange of information and subject in all respects to the requirements set forth in Section 5.3(b), Northwest and Delta shall have the right to review in advance, and will consult the other on and consider in good faith the views of the other in connection with, all the information relating to Northwest and its Subsidiaries or Delta and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with this Agreement the Merger and the other transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Air Lines Inc /De/), Agreement and Plan of Merger (Northwest Airlines Corp)
Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing the Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Authority, (c) the obtaining of all necessary consents, approvals or waivers from third parties and (yd) taking all actions reasonably necessary in order to comply with or satisfy the requirements execution and delivery of any applicable Law or other requirements additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the first sentence of any Government Entity that would prevent the consummation this Section 6.03, each of the Company and the Company Board and Parent and the Parent Board shall (i) take no action to cause any state takeover statute or similar statute or regulation to become applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement by and (ii) if any state takeover statute or similar statute is or becomes applicable to this Agreement, the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make Merger or any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger and file the other transactions contemplated by this Agreement may be consummated as promptly any additional information requested under any applicable Law in connection with as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement, after receipt nothing shall be deemed to require Parent to (A) agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the consummation of the request thereforMerger, the Company or any of its Subsidiaries, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their respective Affiliates may carry on business in any part of the world or (D) agree to any terms or conditions that would impose any obligations on Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any of its Subsidiaries, to maintain facilities, operations, places of business, employment levels, products or businesses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.), Agreement and Plan of Merger (American Retirement Corp)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and to assist and cooperate with each of the other Parties to this Agreement in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order Law to consummate the transactions contemplated by this Agreement, as promptly as practicable, including (i) defending Actions challenging this Agreement, the resolutions of the Seller Boards or the Seller Shareholder Meeting with respect to the transactions contemplated hereby or the consummation of any of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or injunction vacated and reversed; (yii) taking all reasonable actions necessary to cause the conditions precedent in Article IX to be satisfied, including any reasonable actions necessary to avoid any Action by any Governmental Authority; (iii) taking all reasonable actions necessary to obtain all necessary consents, approvals, written permissions, confirmations and waivers from third parties, including any Governmental Authority; and (iv) executing and delivering any additional instruments reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of consummate the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, Agreement. In furtherance and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each Party agrees to make or cause to be made an appropriate filing of Buyer all filings that are advisable or required by applicable Antitrust Laws, the Communications Act, including the rules, regulations and policies promulgated thereunder by the FCC, any applicable Law of The Netherlands, any foreign investment Law and in connection with any other Seller shallRequired Approvals and Parent Required Approvals with respect to the transactions contemplated hereby, as promptly as practicable, and Seller shall in no event later than 15 Business Days after the date hereof, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any applicable Law of The Netherlands, the European Union, the United States or other Antitrust Laws and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.03 necessary to cause the Transferred Entities toexpiration or termination of the applicable waiting periods under any applicable Law of The Netherlands, the European Union, the United States or such other Laws as soon as practicable. Without limiting the foregoing, each of the Parties shall request and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt obtain early termination of the request thereforwaiting period provided for under the HSR Act.
Appears in 2 contracts
Samples: Acquisition Agreement (New Skies Satellites Nv), Acquisition Agreement (New Skies Satellites Nv)
Reasonable Best Efforts. (a) Subject to the terms and conditions of the other provisions of this Section 5.5 and of this Agreement, each of Parent, Merger Sub and the Company shall use their reasonable best efforts to: (i) Seller consummate the transactions contemplated hereby and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders toconditions set forth in Article VI to be satisfied as promptly as practicable, use their respective reasonable best efforts to take (ii) prepare as promptly as practicable (and file, submit or effect, or cause to be taken filed, submitted or effected, as applicable) all actionsnecessary applications, notices, petitions, filings, ruling requests and do other documents in order to obtain (and to cooperate with the other parties to obtain) any Approval from any Governmental Entity which is required or cause advisable to be done all thingsobtained by Parent, reasonably necessaryMerger Sub, proper the Company or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective its Subsidiaries in connection with the transactions contemplated by this Agreement Agreement, including as promptly may be required under the HSR Act, any Money Transmitter Requirements or Foreign Regulatory Laws as reasonably practicable, includingset forth in Section 3.4(a)(iii) or Section 3.4(a)(iv) of the Company Disclosure Schedule, (xiii) preparing comply promptly with all Legal Requirements which may be imposed on such party with respect to obtaining Approvals for the transactions contemplated by this Agreement, (iv) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it (or with respect to the Company, its Subsidiaries) is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, (v) seek to avoid the entry of, and filing as promptly as reasonably practicable all documentation the commencement of litigation seeking the entry of, or seek to effect all necessary noticeshave lifted or rescinded, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary any injunction or advisable to be obtained from any third party and/or any Government Entity in order restraining Order which would prevent or materially delay the ability of the parties to consummate the transactions contemplated by this Agreement, and (yvi) taking all actions reasonably necessary in order seek to comply with resolve any objection or satisfy the requirements of assertion by any applicable Law Governmental Entity challenging this Agreement or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityhereby. Without limiting the generality In furtherance of the foregoing, the Company, Parent and Merger Sub agree to, as promptly as practicable after the date hereof: (x) make (or cause to be made) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall in any event be made within thirty (30) days following the date hereof, (y) make such filings and submissions as set forth on Section 5.5(a)(y) of the Company Disclosure Schedule (and, subject to the final three sentences of this Section 5.5(a), such other filings and submissions not set forth on Section 5.5(a)(y) of the Company Disclosure Schedule) in each case to the extent required by applicable Money Transmitter Requirements with respect to obtaining Approvals related to Money Transmitter Licenses of the Company or its Subsidiaries (the “Money Transfer Change of Control Filings”), in each case with respect to a change in control of the Company or any of its Subsidiaries that holds a Money Transmitter License, and (z) make (or cause to be made) such filings pursuant to any Foreign Regulatory Laws solely as set forth on Section 5.5(a)(z) of the Company Disclosure Schedule (“Foreign Regulatory Filings”). With respect to any Money Transfer Change of Control Filings not set forth on Section 5.5(a)(y) of the Company Disclosure Schedule or Foreign Regulatory Filings not set forth on Section 5.5(a)(z) of the Company Disclosure Schedule (including in connection with any Permitted Co-Investor), each of Buyer Parent, Merger Sub and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall Company agrees to use its reasonable best efforts and cooperate with the other parties hereto (A) in timely making inquiries with Governmental Entities regarding the Money Transfer Change of Control Filings or Foreign Regulatory Filings (if and to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions extent necessary to determine if a filing is required under any applicable Law or advisable in connection with this Agreement and the transactions contemplated Merger), (B) in determining if any Money Transfer Change of Control Filings or Foreign Regulatory Filings are not required by this Agreement, and file promptly any additional information requested under any applicable Law Governmental Entities in connection with this Agreement the Merger, and (C) if obtaining Approval under such Money Transfer Change of Control Filings or such Foreign Regulatory Filings would not reasonably be expected to result in a Burdensome Condition (as defined below), in timely making all Money Transfer Change of Control Filings or Foreign Regulatory Filings required to be made by it (except with respect to such jurisdictions where the transactions contemplated parties agree that a Money Transfer Change of Control Filing or any Approval from Governmental Entity that issues, grants or administers Money Transmitter Licenses or Foreign Regulatory Filing is not required or advisable). The Company will not, and will cause its Subsidiaries not to, without Parent’s prior written consent, take any action within its or their control that would reasonably be expected to result in a Burdensome Condition. Parent will not, without the Company’s prior written consent, agree to a Burdensome Condition on the Company that is not conditioned on the occurrence of and effective only as of or after, the Closing and that is not waived when agreed to by this Agreement, after receipt of Parent as a condition to the request thereforClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moneygram International Inc), Agreement and Plan of Merger (Moneygram International Inc)
Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, the Company and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; (yii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, or desirable to consummate the transactions contemplated by this Agreement; (iii) to the extent proper and advisable, participating and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority relating to this Agreement or the transactions contemplated hereby; (iv) in the event that the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) issues a Request for Additional Information and Documentary Material (a “Second Request”) under the HSR Act in relation to the Merger and the other transactions contemplated by this Agreement, taking all actions such measures as may be reasonably necessary in order to comply limit the scope of such Second Request, certifying substantial compliance with such Second Request and otherwise responding to and seeking to resolve any requests for information, documents, data or satisfy testimony made by the requirements FTC or the DOJ under the HSR Act; (v) securing clearance under all applicable Competition Laws (including the expiration or termination of any applicable Law or other requirements of any Government Entity that would prevent the consummation waiting period thereunder) of the Merger and the other transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall notand (vi) preventing the entry of, and shall cause its Affiliates not tohaving vacated, make lifted, reversed or overturned, any filing for any such noticedecree, report judgment, injunction or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect other order relating to any antitrust applicable Competition Law that would prevent, prohibit, restrict or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on delay the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance consummation of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that in no event shall the Company, and file promptly Parent or Merger Subsidiary be required by this Section 8.01 or any additional information requested under other provision of this Agreement (A) to enter into any applicable Law settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby or (B) to divest or otherwise hold separate (including by this Agreementestablishing a trust or otherwise), after receipt or take any other action (or otherwise agree to do any of the request thereforforegoing) in the case of either of the foregoing clauses (A) or (B) with respect to any of the material businesses, assets or properties of Parent or the Company or any of their respective material Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsi Bottling Group Inc), Agreement and Plan of Merger (Pepsico Inc)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) Seller obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and Buyer shall cooperate authorizations from Governmental Entities, make all necessary registrations, declarations and shallfilings and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and any required foreign antitrust filings, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and Seller seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, including, without limitation, by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall cause commit to the payment of any material fee, penalty or other consideration or make any other material concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of Parent and the Transferred Entities toCompany shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Buyer Parent shall cause keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its Affiliates tocounsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, and Buyer investigation or other inquiry in connection with the transactions contemplated hereby. The Company shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts provide information about itself and its Subsidiaries and access to take or cause its employees and representatives to be taken all actions, and do or cause Parent’s financing sources that Parent has committed to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant available pursuant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforCommitment Letter.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Schawk Inc), Agreement and Plan of Merger and Reorganization (Matthews International Corp)
