Common use of Joint Actions Clause in Contracts

Joint Actions. Without limiting the generality of the undertakings pursuant to this Section 5.5, Parent and the Company shall use commercially reasonably efforts to promptly: (i) provide or cause to be provided to each Governmental Entity set forth on Section 4.1(d)(i) of the Company Disclosure Letter, and to each other third party whose approval is included within the Regulatory Filings and Approvals, of all information and documents required or reasonably requested by such Governmental Entity or such third party, including in connection with the Regulatory Filings and Approvals, as promptly as possible; (ii) take or cause to be taken any actions necessary to make or obtain each of the Regulatory Filings and Approvals, including (1) pursuing all Regulatory Filings and Approvals and (2) with respect to Parent, replacing any proposed director or officer of Parent, the Surviving Corporation or any of its Subsidiaries; provided, that nothing in this Section 5.5(e)(ii) shall require Parent to remove the individuals set forth in Schedule 5.5(e)(ii) from the board of directors of either Parent or the Surviving Corporation and such requirement shall constitute a Burdensome Condition for purpose of Section 6.1(b); and (iii) in the event of any Actions that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would materially delay, restrain, prevent, enjoin or otherwise prohibit (A) the satisfaction of the condition set forth in Section 6.1(b) or Section 6.1(c) or (B) the consummation of the Merger or the other transactions contemplated by this Agreement, to take or cause to be taken any actions to have vacated, lifted, reversed or overturned, such Actions so as to permit the consummation of the Merger and the other transactions contemplated by this Agreement on a schedule as close as possible to that contemplated by this Agreement