Common use of Certain Filings; Reasonable Efforts Clause in Contracts

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto will use all reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactions, including using all reasonable efforts and due diligence to do the following: (i) cooperate in the preparation of any filings that may be required under the HSR Act, the WARN Act and any filings under similar notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller Parent, for the consummation of the Transactions; (iii) contest any legal proceeding relating to the Transactions; and (iv) execute any additional instruments necessary to consummate the Transactions. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees to use its reasonable Best Efforts to cause the Closing Date to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waived. If at any time after the Closing Date any further action is reasonably necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto will agrees to use all commercially reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts and due diligence to do the following: (i) cooperate in the preparation and filing of the S-4 and the Joint Proxy Statement/Prospectus and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar competition or merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities (other than as provided in clause (i) above) necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller ParentCompany, for the consummation of the Transactionstransactions contemplated by this Agreement (but subject to the last sentence of Section 4.8(b) below); (iii) contest any legal proceeding relating to the TransactionsMerger; (iv) take such actions as set forth on Section 4.7(a) of the Company Disclosure Schedule and (ivv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany Stockholder Approval and the Parent Stockholder Approval is obtained. If The Company agrees to use, and to cause each Subsidiary to use, all reasonable efforts to encourage their respective employees to accept any offers of employment extended by Parent. If, at any time after the Closing Date Effective Time, any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein providedhereof, each of including Section 5.2(b), the parties hereto will use all reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts and due diligence to do the following: (i) cooperate in the preparation and filing of the Proxy Statement and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller ParentCompany, for the consummation of the Transactionstransactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the TransactionsMerger; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees to and Acquisition will use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied Company stockholder vote with respect to the Merger or waivedthe purchase by Acquisition of 90% or more of the outstanding Shares pursuant to the Offer. If at any time after the Closing Date Effective Time any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall will take all such necessary actionaction as may be reasonably required.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto will agrees to use all commercially reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts and due diligence to do the following: (i) cooperate in the preparation and filing of the S-4 and the Joint Proxy Statement/Prospectus and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar competition or merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities (other than as provided in clause (i) above) necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller ParentCompany, for the consummation of the Transactionstransactions contemplated by this Agreement (but subject to the last sentence of Section 4.7(b) below); (iii) contest any legal proceeding relating to the TransactionsMerger; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby, including, without limitation, such documentation necessary to ensure the continued enforceability of restrictive covenants and confidentiality provisions applicable to the Company's employees and independent contractors. Subject to the terms and conditions of this Agreement, Purchaser the Company, Parent agrees and Acquisition agree to use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany Stockholder Approval and the Parent Shareholder Approval is obtained. If The Company agrees to use, and to cause each Subsidiary to use, all reasonable efforts to encourage their respective employees to accept any offers of employment extended by Parent. If, at any time after the Closing Date Effective Time, any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto will agrees to use all commercially reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts and due diligence to do the following: (i) cooperate in the preparation and filing of the Proxy Statement and the S-4 and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, proper or advisable or reasonably requested by Purchaser Parent or the Seller Parent, for the consummation of the Transactionstransactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the TransactionsMerger; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all commercially reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany stockholder vote with respect to the Merger. If The Company agrees to use all commercially reasonable efforts to encourage its employees to accept any offers of employment extended by Parent. If, at any time after the Closing Date Effective Time, any further action is reasonably necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms ----------------------------------- and conditions herein provided, each of the parties hereto will agrees to use all reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts and due diligence to do the following: , (i) cooperate in the preparation of any filings that may be required under the HSR Act, the WARN Act Information Statement and any filings under similar notification laws or regulations of foreign Governmental Entitiesamendments thereto; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, proper or advisable or reasonably requested by Purchaser Parent or the Seller Parent, Company for the consummation of the Transactionstransactions contemplated by this Agreement, including taking all actions necessary to comply with the HSR Act, to make all necessary filings with applicable authorities thereunder and to seek early termination in connection with such filings; (iii) contest any legal proceeding relating to the TransactionsMerger; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany shareholder vote with respect to the Merger. The Company agrees to use all reasonable efforts to encourage its employees to accept any offers of continued employment extended by Parent. If at any time after the Closing Date Effective Time any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action. None of the parties hereto shall engage in any willful action with the intent to directly or indirectly adversely impact any of the transactions contemplated by this Agreement.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, including Section 4.3(b), each of the parties hereto will agrees to use all reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts and due diligence to do the following: , (i) cooperate in the preparation and filing of the Proxy Statement and the S-4 and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller ParentCompany, for the consummation of the Transactionstransactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the TransactionsMerger; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany stockholder vote with respect to the Merger. The Company agrees to use all reasonable efforts to encourage its employees to accept any offers of employment extended by Parent. If at any time after the Closing Date Effective Time any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action. (b) Parent and the Company will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, letters, white papers, memoranda, briefs, arguments, opinions or proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other foreign, federal, or state antitrust, competition, or fair trade law. In this regard, each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or any other federal, foreign or state antitrust or competition Governmental Entity regarding the transactions contemplated herein. Section 4.9. Public Announcements. Neither Parent, Acquisition nor the Company shall issue any press release or otherwise make any public statements with respect to the transactions contemplated by this Agreement, including the Merger, or any Third Party Acquisition, without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent or Acquisition), except (i) as may be required by Applicable Law, or by the rules and regulations of, or pursuant to any agreement with, the Nasdaq National Market, or (ii) following a change, if any, of the Company Board's recommendation of the Merger (in accordance with Section 4.3(b)). The first public announcement of this Agreement and the Merger shall be a joint press release agreed upon by Parent, Acquisition and the Company. Section 4.10.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto will agrees to use all commercially reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts and due diligence to do the following: (i) cooperate in the preparation and filing of the Proxy Statement/Prospectus and the S–4 and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, proper or advisable or reasonably requested by Purchaser Parent or the Seller Parent, for the consummation of the Transactionstransactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the Transactions; Merger and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all commercially reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany stockholder vote with respect to the Merger. If The Company agrees to use all commercially reasonable efforts to encourage its employees to accept any offers of employment extended by Parent. If, at any time after the Closing Date Effective Time, any further action is reasonably necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein providedherein, each of the parties hereto will agrees to use all reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts and due diligence to do the following: (i) cooperate in the preparation and filing of the Registration Statement and any filings that may be required under the HSR Act, the WARN Act amendments thereto and any filings required under similar merger notification laws or regulations of foreign Governmental EntitiesAuthorities; (ii) obtain consents of all third parties and Governmental Entities Authorities necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller ParentCompanies, for the consummation of the Transactionstransactions hereby; (iii) contest any legal proceeding relating to the Transactionstransactions contemplated by hereby; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Parent and Purchaser Parent agrees agree to use its all reasonable Best Efforts efforts to cause the Closing Date to occur as soon as reasonably practicable practicable. Each of the Companies and each of the Shareholders agree to use all reasonable efforts to encourage the employees of the Companies to accept any offers of employment extended by the Australian Company from and after the conditions set forth in Section 4.2 have been satisfied or waivedClosing Date. If at any time after the Closing Date any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms ----------------------------------- and conditions herein provided, each of the parties hereto will agrees to use all commercially reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts and due diligence to do the following: , (i) cooperate in the preparation of any filings that may be required under the HSR Act, the WARN Act and any filings under similar notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, proper or advisable or reasonably requested by Purchaser Parent or the Seller Parent, Shareholder for the consummation of the Transactionstransactions contemplated by this Agreement; (iiiii) contest any legal proceeding relating to the Transactionstransactions contemplated hereby; and (iviii) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees to use its all commercially reasonable Best Efforts efforts to cause the Closing Date to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waiveddate of this Agreement. The Shareholders agree to use all reasonable efforts to encourage the employees of the Company and Inverness-U.S. to accept any offers of continued employment extended by Parent. If at any time after the Closing Date any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action. Parent and Shareholders shall cause the Company to use all commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Entities, with respect to the transactions contemplated by this Agreement, including in respect of the Office of the Chief Scientist of Israel's Ministry of Industry and Trade, and the undertaking required by such office to be undertaken by an acquirer of all of the shares of an Israeli entity, substantially form of Exhibit C; provided, however, that the Company shall not be required to modify the method -------- ------- in which it conducts its business or to cease conducting any portion of its business.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto will agrees to use all commercially reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts and due diligence to do the following: (i) cooperate in the preparation and filing of the Proxy Statement/Prospectus and the S-4 and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, proper or advisable or reasonably requested by Purchaser Parent or the Seller Parent, for the consummation of the Transactionstransactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the Transactions; Merger and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all commercially reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany stockholder vote with respect to the Merger. If The Company agrees to use all commercially reasonable efforts to encourage its employees to accept any offers of employment extended by Parent. If, at any time after the Closing Date Effective Time, any further action is reasonably necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms ----------------------------------- and conditions herein provided, each of the parties hereto will agrees to use all reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts and due diligence to do the following: , (i) cooperate in the preparation of any filings that may be required under the HSR Act, the WARN Act Information Statement and any filings under similar notification laws or regulations of foreign Governmental Entitiesamendments thereto; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, proper or advisable or reasonably requested by Purchaser Parent or the Seller Parent, Company for the consummation of the Transactionstransactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the TransactionsMerger; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany shareholder vote with respect to the Merger. The Company agrees to use all reasonable efforts to encourage its employees to accept any offers of continued employment extended by Parent. If at any time after the Closing Date Effective Time any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, including Section 5.2(b), each of the parties hereto will agrees to use all reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts and due diligence to do the following: , (i) cooperate in the preparation and filing of the Proxy Statement and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller ParentCompany, for the consummation of the Transactionstransactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the TransactionsMerger; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied Company stockholder vote with respect to the Merger or waivedthe purchase by Acquisition of 90% or more of the outstanding Shares pursuant to the Offer. The Company agrees to use all reasonable efforts to encourage its employees to accept any offers of employment extended by Parent. If at any time after the Closing Date Effective Time any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto will agrees to use all commercially reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts and due diligence to do the following: (i) cooperate in the preparation and filing of the Offer Documents, the S-4 and the Information Statement and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar competition or merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities (other than as provided in clause (i) above) necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller ParentCompany, for the A-44 consummation of the Transactionstransactions contemplated by this Agreement (but subject to the last sentence of Section 4.8(b) below); (iii) contest any legal proceeding relating to the TransactionsOffer or the Merger; (iv) take such actions as set forth on Section 4.7(a) of the Company Disclosure Schedule; and (ivv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedAcceptance Date. If The Company agrees to use, and to cause each Subsidiary to use, all reasonable efforts to encourage their respective employees to accept any offers of employment extended by Parent. If, at any time after the Closing Acceptance Date or the Effective Time, any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, including Section 4.3(b), each of the parties hereto will agrees to use all reasonable efforts and due diligence to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts and due diligence to do the following: , (i) cooperate in the preparation and filing of the Proxy Statement and the S-4 and any amendments thereto, any filings that may be required under the HSR Act, the WARN Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper, advisable or reasonably requested by Purchaser Parent or the Seller ParentCompany, for the consummation of the Transactionstransactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the TransactionsMerger; and (iv) execute any additional instruments necessary to consummate the Transactionstransactions contemplated hereby. Subject to the terms and conditions of this Agreement, Purchaser Parent agrees and Acquisition agree to use its all reasonable Best Efforts efforts to cause the Closing Date Effective Time to occur as soon as reasonably practicable after the conditions set forth in Section 4.2 have been satisfied or waivedCompany stockholder vote with respect to the Merger. The Company agrees to use all reasonable efforts to encourage its employees to accept any offers of employment extended by Parent. If at any time after the Closing Date Effective Time any further action is reasonably necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action. (b) Parent and the Company will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, letters, white papers, memoranda, briefs, arguments, opinions or proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other foreign, federal, or state antitrust, competition, or fair trade law. In this regard but without limitation, each party hereto shall promptly inform 29 35 the other of any material communication between such party and the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or any other federal, foreign or state antitrust or competition Governmental Entity regarding the transactions contemplated herein. Nothing in the Agreement, however, shall require or be construed to require any party hereto to sell or divest any assets or business or to restrict any business operations in order to obtain the consent or successful termination of any review of any such Governmental Entity regarding the transactions contemplated hereby. Section 4.9.