Common use of Certain Filings; Reasonable Efforts Clause in Contracts

Certain Filings; Reasonable Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable best efforts 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 laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all reasonable best efforts 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 and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all Governmental Entities and other persons necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the Merger; and (iv) execute any additional instruments necessary to consummate the transactions contemplated hereby. Parent and the Company shall keep each other reasonably informed on a prompt basis with respect to any significant events, occurrences or developments relating to any of the matters covered by the foregoing clauses (i) through (iv). Subject to the terms and conditions of this Agreement, Parent and Acquisition agree to use all reasonable best efforts to cause the Effective Time to occur as soon as practicable after the Company shareholder vote with respect to the Merger. The Company agrees to use all reasonable best efforts to encourage its and its Subsidiaries' employees to accept any offers of employment extended by Parent. To the extent that any stamp duty or other documentary taxes are payable in respect of this Agreement or the transactions contemplated hereby, Parent and the Company will share such expense, provided that Parent may pay the full amount of such duties or taxes subject to reimbursement from the Company as provided in Section 6.3(c). If, 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.

Certain Filings; Reasonable Efforts. (a) Subject to the terms and conditions herein provided, including Section 5.2(b), each of the parties hereto agrees to use all reasonable best efforts 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 laws and regulations Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including using all reasonable best efforts to do the following: , (i) cooperate in the preparation and filing of each of the Proxy Statement Disclosure Statements and any amendments thereto, any filings that may be required under the HSR 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 and other persons necessary, proper proper, advisable or advisable reasonably requested by Parent or the Company, for the consummation of the transactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the Merger; and (iv) execute any additional instruments necessary to consummate the transactions contemplated hereby. Parent and the Company shall keep each other reasonably informed on a prompt basis with respect to any significant events, occurrences or developments relating to any of the matters covered by the foregoing clauses (i) through (iv). Subject to the terms and conditions of this Agreement, Parent and Acquisition agree to use all reasonable best efforts to cause the Effective Time to occur as soon as practicable after the Company shareholder stockholder vote with respect to the Merger. The Company agrees to use all reasonable best efforts to encourage its and its Subsidiaries' employees to accept any offers of continue employment extended by Parent. To with the extent that any stamp duty or other documentary taxes are payable in respect of this Agreement or the transactions contemplated hereby, Parent Company and the Company will share such expense, provided that Parent may pay Surviving Corporation after the full amount of such duties or taxes subject to reimbursement from the Company as provided in Section 6.3(c)Effective Time. If, If at any time after the Effective Time, Time any further action is 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. Notwithstanding anything contained elsewhere in this Agreement, in connection with the compliance by Parent or Acquisition with any Applicable Law (including the HSR Act) or obtaining the consent or approval of any Governmental Entity whose consent or approval may be required to consummate the transactions contemplated by this Agreement, neither Parent nor COA shall be (i) required, or be construed to be required, 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 or (ii) prohibited from owning, and no material limitation shall be imposed on COA's or Parent's ownership, direct or indirect, of, any material portion of the Company's business or assets.

Certain Filings; Reasonable Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable best efforts 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 laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all reasonable best efforts 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 and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all Governmental Entities and other persons necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the Merger; and (iv) execute any additional instruments necessary to consummate the transactions contemplated hereby. Parent and the Company shall keep each other reasonably informed on a prompt basis with respect to any significant events, occurrences or developments relating to any of the matters covered by the foregoing clauses (i) through (iv). Subject to the terms and conditions of this Agreement, Parent and Acquisition agree to use all reasonable best efforts to cause the Effective Time to occur as soon as practicable after the Company shareholder vote with respect to the Merger. The Company agrees to use all reasonable best efforts to encourage its and its Subsidiaries' ’ employees to accept any offers of employment extended by Parent. To the extent that any stamp duty or other documentary taxes are payable in respect of this Agreement or the transactions contemplated hereby, Parent and the Company will share such expense, provided that Parent may pay the full amount of such duties or taxes subject to reimbursement from the Company as provided in Section 6.3(c). If, 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.