Common use of Additional Agreements; Reasonable Efforts Clause in Contracts

Additional Agreements; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including (i) contesting any legal proceeding challenging the Mergers and (ii) the execution of any 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 commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the shareholder votes with respect to the Mergers. 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 take all such necessary action. FBR Group, Newco and FBR Asset each will use commercially reasonable efforts to obtain consents, approvals or waivers of all third parties and Regulatory Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; provided that, subject to Section 4.4 of the FBR Group Disclosure Schedule, nothing contained herein shall require FBR Group or Newco to agree to hold separate or to divest or dispose of any of its or FBR Asset's businesses, properties or assets or cease engaging in any business or otherwise take any action which, individually or in the aggregate, could reasonably be expected to impair the ability of Newco in any material respect to own and operate the respective assets and businesses of its subsidiaries, FBR Group and FBR Asset, after giving effect to the Mergers.

Additional Agreements; Reasonable Efforts. (a) Subject to the terms and conditions herein providedherein, Company, Parent, Holdco and Acquisition I each of the parties hereto agrees to use commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably reasonable actions necessary, proper or advisable under applicable laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement (including, without limitation, the Mergers) and to reasonably cooperate with the others in connection with the foregoing, including using all reasonable efforts (i) contesting any legal proceeding challenging the Mergers to obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign law or regulation, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the execution ability of the parties hereto to consummate the transactions contemplated hereby (including, without limitation, the Mergers), (iv) to effect all necessary registrations and filings including, but not limited to, filings and submissions of information requested or required by any additional instrumentsdomestic or foreign government or governmental or multinational authority, including including, without limitation, the Articles Antitrust Division of Mergerthe United States Department of Justice, necessary the Federal Trade Commission, any State Attorney General, or the European Commission ("Governmental Antitrust Authority"), and (v) to fulfill all conditions to this Agreement. Company, Parent, Holdco and Acquisition I further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, each party hereto agrees to use commercially all reasonable efforts to cause prevent the Effective Time to occur entry, enactment or promulgation thereof, as soon as practicable after the shareholder votes with respect to the Mergers. 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 take all such necessary action. FBR Group, Newco and FBR Asset each will use commercially reasonable efforts to obtain consents, approvals or waivers of all third parties and Regulatory Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; provided that, subject to Section 4.4 of the FBR Group Disclosure Schedule, nothing contained herein shall require FBR Group or Newco to agree to hold separate or to divest or dispose of any of its or FBR Asset's businesses, properties or assets or cease engaging in any business or otherwise take any action which, individually or in the aggregate, could reasonably be expected to impair the ability of Newco in any material respect to own and operate the respective assets and businesses of its subsidiaries, FBR Group and FBR Asset, after giving effect to the Mergersmay be.

Additional Agreements; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto party agrees to use commercially all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including including, without limitation, (ia) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement, any filings that may be required under the HSR Act and any amendments thereto, (b) the taking of all action reasonably necessary, proper or advisable to secure any necessary consents under Material Contracts, (c) contesting any legal proceeding challenging relating to the Mergers Offer or the Merger and (iid) the execution of any additional instruments, including the Articles of Merger, instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, each party hereto agrees Parent and Merger Sub agree to use commercially (i) all reasonable efforts to cause the Effective Time to occur as soon as practicable after the shareholder votes vote with respect to the MergersMerger and (ii) their respective best efforts to satisfy the conditions precedent set forth in the Commitment Letters (provided that nothing herein shall be deemed to be an obligation of Parent or Merger Sub to increase the Per Share Amount). In case at addition, Parent and Merger Sub will not consent or agree to any time after the Effective Time any further action is necessary to carry out the purposes of this Agreementamendment, the proper officers and directors of each party hereto shall take all such necessary action. FBR Groupwaiver, Newco and FBR Asset each will use commercially reasonable efforts to obtain consents, approvals modification or waivers of all third parties and Regulatory Entities necessary, proper or advisable for the consummation early termination of the transactions contemplated by this Agreement; provided that, subject to Section 4.4 of the FBR Group Disclosure Schedule, nothing contained herein shall require FBR Group or Newco to agree to hold separate or to divest or dispose of any of its or FBR Asset's businesses, properties or assets or cease engaging Commitment Letter in any business manner adverse to Parent or otherwise take any action whichMerger Sub without the Company's prior written consent, individually or in the aggregate, could reasonably which shall not be expected to impair the ability of Newco in any material respect to own and operate the respective assets and businesses of its subsidiaries, FBR Group and FBR Asset, after giving effect to the Mergersunreasonably withheld.

Additional Agreements; Reasonable Efforts. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees to use commercially all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, subject to the appropriate vote of shareholders of USW described in Section 8.1(a), including cooperating fully with the other party, including by provision of information and making all necessary filings under the HSR Act. ACC and USW will use their reasonable best efforts to resolve any competitive issues relating to or arising under the HSR Act or any other federal or state antitrust or fair trade law raised by any Governmental Entity. If such offers are not accepted by such Governmental Entity, ACC (iwith USW's cooperation) contesting may pursue all litigation resulting from such issues. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any legal proceeding challenging the Mergers analyses, appearances, presentations, memoranda, briefs, arguments, opinions and (ii) the execution proposals made or submitted by or on behalf of any additional instruments, including party hereto in connection with proceedings under or relating to the Articles HSR Act or any other federal or state antitrust or fair trade law. In the event of Merger, necessary a challenge to consummate the transactions contemplated hereby. Subject by this Agreement pursuant to the terms HSR Act, ACC and conditions of this Agreement, each party hereto agrees to USW shall use commercially all reasonable efforts to cause defeat such challenge, including by institution and defense of litigation, or to settle such challenge on terms that permit the Effective Time consummation of the Merger; provided, however, that nothing herein shall require either party to occur as soon as practicable after the shareholder votes with respect agree to the Mergersdivest or hold separate any portion of its business or otherwise take action that could reasonably be expected to have an ACC Material Adverse Effect or a USW Material Adverse Effect. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this AgreementAgreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the proper officers and directors of each party hereto to this Agreement shall take all such necessary action. FBR Group, Newco and FBR Asset each will use commercially reasonable efforts to obtain consents, approvals or waivers of all third parties and Regulatory Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; provided that, subject to Section 4.4 of the FBR Group Disclosure Schedule, nothing contained herein shall require FBR Group or Newco to agree to hold separate or to divest or dispose of any of its or FBR Asset's businesses, properties or assets or cease engaging in any business or otherwise take any action which, individually or in the aggregate, could reasonably be expected to impair the ability of Newco in any material respect to own and operate the respective assets and businesses of its subsidiaries, FBR Group and FBR Asset, after giving effect to the Mergers.

Additional Agreements; Reasonable Efforts. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees to use commercially all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, subject to the appropriate vote of shareholders of Cigarette and shareholders of Alchemy described in Section 6.6, including cooperating fully with the other party, including by provision of information and making all necessary filings under the HSR Act, if applicable. Alchemy and Cigarette will use their reasonable best efforts to resolve any competitive issues relating to or arising under the HSR Act or any other federal or state antitrust or fair trade law raised by any Governmental Entity. If such offers are not accepted by such Governmental Entity, Alchemy (iwith Cigarette's cooperation) contesting shall pursue all litigation resulting from such issues. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any legal proceeding challenging the Mergers analysis, appearances, presentations, memoranda, briefs, arguments, opinions and (ii) the execution proposals made or submitted by or on behalf of any additional instruments, including party hereto in connection with proceedings under or relating to the Articles HSR Act or any other federal or state antitrust or fair trade law. In the event of Merger, necessary a challenge to consummate the transactions contemplated hereby. Subject by this Agreement pursuant to the HSR ACT, Alchemy and Cigarette shall use their reasonable best efforts to defeat such challenge, including by institution and defense of ligation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any portion of its business or otherwise take action that could reasonably be expected to have a Cigarette Material Adverse Effect or an Alchemy Material Adverse Effect. Without limiting the foregoing, in the event that either the Federal Trade Commission or the Antitrust Division of the United States Department of Justice should issue a Request for Additional Information or Documentary Material under 17 C.F.R. Section 803.20 (a "Second Request"), then Alchemy and conditions of this Agreement, Cigarette each party hereto agrees agree to use commercially their reasonable best efforts to cause the Effective Time respond fully to occur as soon as practicable such Second Request within 20 days after the shareholder votes with respect its receipt and shall promptly make any further filings or information submissions and make any employee available for interview or testimony pursuant to the Mergersforegoing (both before and after any Second Request) that may be necessary, proper or advisable. In case at any time after the Effective effective Time any further action is necessary or desirable to carry out the purposes of this AgreementAgreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the proper officers and directors of each party hereto to this Agreement shall take all such necessary action. FBR Group, Newco and FBR Asset each will use commercially reasonable efforts to obtain consents, approvals or waivers of all third parties and Regulatory Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; provided that, subject to Section 4.4 of the FBR Group Disclosure Schedule, nothing contained herein shall require FBR Group or Newco to agree to hold separate or to divest or dispose of any of its or FBR Asset's businesses, properties or assets or cease engaging in any business or otherwise take any action which, individually or in the aggregate, could reasonably be expected to impair the ability of Newco in any material respect to own and operate the respective assets and businesses of its subsidiaries, FBR Group and FBR Asset, after giving effect to the Mergers.

Additional Agreements; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including (i) contesting any legal proceeding challenging the Mergers Merger and (ii) the execution of any additional instruments, including the Articles of Merger, instruments necessary or convenient to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the shareholder votes Parent Shareholder Approval with respect to the MergersMerger. 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 take all such necessary action. FBR GroupThe Company, Newco the Sellers, Merger Sub and FBR Asset Parent each will use commercially reasonable efforts to obtain consents, approvals or waivers of all third parties and Regulatory Entities necessary, proper or advisable for the consummation of the transactions contemplated by this AgreementAgreement (other than any consents, approvals or waivers of any third party or Regulatory Entities with respect to any Investment Management Contract); provided thatprovided, subject to Section 4.4 of the FBR Group Disclosure Schedule, that nothing contained herein shall require FBR Group the Sellers, the Company, Merger Sub or Newco Parent to agree to hold separate or to divest or dispose of any of its or FBR Assetsuch entity's respective businesses, properties or assets or cease engaging in any business or otherwise take any action which, individually or in the aggregate, could reasonably be expected to impair the ability of Newco the Surviving Corporation in any material respect to own and operate the respective assets and businesses of its subsidiariesthe Company, FBR Group or the Parent to continue to own the assets and FBR Assetengage in the businesses which it currently owns or engages in, after giving effect to the MergersMerger. Notwithstanding anything to the contrary contained in this Section 5.5, neither Parent, the Company nor the Sellers will be required to pay any money, furnish any consideration, modify any agreement or incur any liability or obligation in order to satisfy its obligations to obtain consents, approvals or waivers of any third party (other than a Regulatory Entity) under this Section 5.5.