Common use of Additional Agreements; Reasonable Efforts Clause in Contracts

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, Merger upon the terms and subject to the conditions of this Agreement, each of Purchaser Purchaser, Acquisition Sub and the Company agrees agree to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions Merger as promptly as practicable practicable, including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions Offer and the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iviii) obtaining consents of all third parties necessary, proper or advisable for the cure consummation of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticethe Offer and the Merger. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company agrees Company, agree to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents Financing Documents requested by Purchaser, Purchaser and (iii) the satisfaction of the other parties' conditions to the consummation of the Offer Offer, the Stock Purchase Closing or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticeClosing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer Offer, the Stock Purchase Closing or the MergerMerger Closing.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the TransactionsOffer and the Merger, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or and the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or and the Merger.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon Upon the terms and subject to the conditions of this Agreement, each of Parent, Purchaser and the Company agrees agree to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Laws to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger Merger, and (iii) contesting any legal proceeding challenging the Merger, and (iv) the cure execution of any breaches (whether material or immaterial) additional instruments, including the Articles of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, each party hereto agrees to use reasonable best efforts to cause the Effective Time to occur as soon as practicable after the stockholder vote, if any, with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use reasonable best efforts to take all such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticenecessary action. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to delay materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, Merger upon the terms and subject to the conditions of this Agreement, each of Purchaser Purchaser, Acquisition Sub and the Company agrees agree to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions Merger as promptly as practicable practicable, including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents Financing Documents reasonably requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) obtaining consents of all third parties necessary, proper or advisable for the cure consummation of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticethe Merger. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the TransactionsOffer and the Merger, upon the terms and subject to the conditions of this the Merger Agreement, each of Purchaser Parent and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or and the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this the Merger Agreement of which such party receives notice. In addition, no party hereto to the Merger Agreement shall take any action after the date hereof of the Merger Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or and the Merger.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon Upon the terms and subject to the conditions of this Agreement, each of Parent, Purchaser and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Laws to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger Merger, and (iii) contesting any legal proceeding challenging the Merger, and (iv) the cure execution of any breaches (whether material or immaterial) additional instruments, including the Articles of such party's representationsMerger, warranties, covenants or agreements in necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provision of which such the MGCL, each party receives noticehereto agrees to use reasonable best efforts to cause the Effective Time to occur as soon as practicable after the stockholder vote, if any, with respect to the Merger. In additioncase at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, no the proper officers and directors of each party hereto shall use reasonable best efforts to take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity all such necessary to be obtained prior to the consummation of the Offer or the Mergeraction.