Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Integrated Silicon Solution Inc), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, and in all cases subject to Section 7.2(b), each of Parent Parent, Merger Sub and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to, in all cases subject to Section 6.2: (a) cause (i) cause each of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and (ii) each of the conditions to the Merger set forth in Article VII VIII to be satisfied; , in each case as promptly as practicable after the date of this Agreement, (iib) obtain obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities Authorities, that are necessary to consummate the Merger Offer and the other transactions contemplated by this Agreement; and Merger, (iiic) obtain all necessary or appropriate consents, waivers and approvals Consents under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as Transactions and (d) reasonably cooperate with the other party or parties with respect to maintain and preserve the benefits under such Material Contracts following the consummation any of the transactions contemplated by this Agreementforegoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and the Company shall not be required to (nor without the prior consent of Parent shall itParent, or shall it agree to) pay any consent or other similar fee, “profit profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments payments) or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain the consent, waiver or approval any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested by Parent, the Company shall agree to any such payment, consideration, security or Liability that is conditioned upon the consummation of the Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition SubParent, on the one hand, and (without limiting the rights each of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 Partnership and Section 6.5) the CompanyPartnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or otherwise the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing as promptly as practicable all documentation to effect all necessary filings, in all cases subject to Section 6.2: notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) cause the conditions to the Merger set forth in Article VII to be satisfied; including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Authorities and make all necessary expirations or terminations of waiting periods, registrations, declarations permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; Agreement and (iii) obtain all necessary or appropriate consents, waivers and approvals under defend any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with Proceedings challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following or the consummation of the transactions contemplated by this Agreement. Notwithstanding anything Agreement or seek to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, have lifted or shall it agree to) pay rescinded any consent injunction or restraining order or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications order adversely affecting the ability of the parties to (or waivers of) consummate the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger, Agreement and Plan of Merger (Oneok Inc /New/)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to conditions of this Agreement (and, in the conditions set forth in this Agreement, each case of Parent and Acquisition Subits Subsidiaries, the terms and conditions of the KMP Merger Agreement and the EPB Merger Agreement), Parent, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use (it being understood that with respect to EPB and EPB General Partner and their respective Subsidiaries, Parent’s obligations shall only apply to the extent such obligation is appropriate under the Organizational Documents of EPB and EPB General Partner and their respective Subsidiaries) its reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing as promptly as practicable and advisable all documentation to effect all necessary filings, in all cases subject to Section 6.2: notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) cause the conditions to the Merger set forth in Article VII to be satisfied; including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Authorities and make all necessary expirations or terminations of waiting periods, registrations, declarations permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; Agreement and (iii) obtain all necessary defend any lawsuits or appropriate consentsother legal proceedings, waivers and approvals under any Material Contracts to which the Company whether judicial or any of its Subsidiaries is a party in connection with administrative, challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following or the consummation of the transactions contemplated by this Agreement. Notwithstanding anything Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby or, with respect to the contrary hereinParent, the Company shall not be required to (nor without consummation of the prior consent KMP Merger and the EPB Merger. For purposes of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.this Agreement,
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan Management LLC), Agreement and Plan of Merger (Kinder Morgan, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on parties hereto shall cooperate with the other hand, parties and use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to(A) preparing and filing promptly all documentation to effect all necessary filings, in all cases subject notices, petitions, statements, registrations, submissions of information, applications and other documents and (B) executing and delivering any additional instruments necessary to Section 6.2: (i) cause consummate the conditions to the Merger set forth in Article VII to be satisfied; Transactions, (ii) obtain all necessary actions or non-actionsapprovals, consents, registrations, waivers, consentspermits, approvalsauthorizations, orders and authorizations other confirmations from any Governmental Authorities and make all necessary registrationsAuthority or third party necessary, declarations and filings with Governmental Authorities that are necessary proper or advisable to consummate the Merger Transactions, including any such approvals, consents, registrations, waivers, permits, authorizations, orders and the other transactions contemplated by this Agreement; and confirmations required under applicable Antitrust Laws, (iii) obtain take all necessary steps that are necessary, proper or appropriate consentsadvisable to avoid any Actions by any Governmental Authorities with respect to this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party (excluding any Governmental Authority), waivers whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of the Transactions; provided that nothing in this Section 5.05 or otherwise in this Agreement shall require (and approvals under any Material Contracts to which the Company reasonable best efforts or commercially reasonable efforts shall in no event require) Parent or any of its Subsidiaries is a party in connection with this Agreement and the Affiliates to (x) litigate any Action by or on behalf of any Governmental Authority seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated hereby so as Transactions or (y) take or refrain from or to maintain and preserve agree to the benefits under such Material Contracts following the consummation taking or refraining from any action (including any amendment, waiver or termination of the transactions contemplated by any agreement, including this Agreement. Notwithstanding anything ) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the contrary hereinaggregate, the Company shall not be required to (nor in a Burdensome Condition; provided, further, that without the prior written consent of Parent Parent, the Partnership and its Affiliates shall it, not take or shall it refrain from or agree to) pay to the taking or refraining from any consent or other similar fee, “profit sharing” or other similar payment or other consideration action (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consentamendment, waiver or approval termination of any Person under agreement, including this Agreement) or to permit or suffer to exist any Contractrestriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Golar LNG LTD), Agreement and Plan of Merger (Golar LNG Partners LP), Agreement and Plan of Merger (New Fortress Energy Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) cause the conditions to the Merger set forth obtain all required consents, approvals or waivers from, or participation in Article VII to be satisfied; other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with Governmental Authorities that are the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and (iii) execute and deliver any additional instruments necessary to consummate the Merger transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the Parties shall furnish to each other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement; hereby. In exercising the foregoing rights, each of Parent and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement shall act reasonably and as promptly as practicable. Subject to applicable Law and the consummation instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby so hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything transactions, and, to the contrary hereinextent practicable under the circumstances, shall provide the Company shall not be required other Party and its counsel with the opportunity to (nor without the prior consent participate in any meeting with any Governmental Entity in respect of Parent shall itany filing, or shall it agree to) pay any consent investigation or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractinquiry in connection therewith.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Pioneer Energy Services Corp), Agreement and Plan of Merger (Patterson Uti Energy Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) taking all appropriate actions, and doing, or causing to be done, all things necessary, proper or advisable under Applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including using its reasonable best efforts to, in to obtain and maintain all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waiversapprovals, consents, approvalsregistrations, orders permits, licenses, certificates, variances, exemptions, orders, franchises, authorizations and authorizations from other confirmations of all Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities or other third parties that are necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and to fulfill the consummation of the transactions contemplated hereby so as conditions to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything , (iii) defending any actions, suits, claims, investigations or proceedings threatened or commenced by any Governmental Authority relating to the contrary hereintransactions contemplated by this Agreement, including seeking to have any stay, temporary restraining order or preliminary injunction entered by any Governmental Authority vacated or reversed, and (iv) cooperating to the Company shall not be required extent reasonable with the other parties hereto in their efforts to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person comply with their obligations under any Contractthis Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tekelec), Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Razor Holdco Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper necessary or advisable desirable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in (A) preparing and filing as promptly as practicable with any Governmental Authority or other third party all cases subject documentation to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain effect all necessary actions or non-actionsfilings, waiversnotices, petitions, statements, registrations, submissions of information, applications and other documents and (B) obtaining and maintaining all approvals, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations required to be obtained from any Governmental Authorities Authority or other third party that are necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement, or commencing any litigation, with any Governmental Authority in connection with the transactions contemplated hereby, (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its, the Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties, or (iii) obtain all providing or obtaining any personally identifiable information of (x) any individuals who are Affiliates of Parent or (y) any directors, members, partners, officers or employees of any Affiliates of Parent, other than, in each case, any directors, officers or employees of the Merchant Banking Division of Xxxxxxx Xxxxx & Co, Inc. The Company and Parent agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or appropriate consents, waivers and approvals under any Material Contracts desirable in order to which the Company consummate or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of implement the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, Each of Parent and the Company shall not be split equally the payment of all filing fees required to in connection with filings under the HSR Act (nor without and shall make such equal payment on the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractdate that such filing is made), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Ebix Inc)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.02), each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, parties shall use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner reasonably practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to, in all cases subject to Section 6.2including: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties, orders (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and authorizations from Governmental Authorities (iv) the execution and make all necessary registrations, declarations and filings with Governmental Authorities that are delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that Parent shall not be required to consent to any action described in paragraph (a) of Annex 1 to this Agreement. In connection with and without limiting the foregoing, Parent, Sub, the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and otherwise to minimize the consummation effect of such statute or regulation on the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinOffer, the Company shall not be required to (nor without Merger and the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractTransactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Ruby Merger Corp.)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights Each of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall Tribune agrees to use its reasonable best efforts to take, or cause to be taken, all actionsactions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Offer and the Merger. Each of the Company and Tribune shall, and to doshall cause its Subsidiaries to, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using use reasonable best efforts toto take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Authorization of, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII or any exemption by, any Governmental Entity or other public or private third party required to be satisfied; (ii) obtain all necessary actions obtained or non-actionsmade by Tribune, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its their Subsidiaries is a party in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement and or the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Voting Agreement. Notwithstanding anything to the contrary herein; PROVIDED, the Company that Tribune shall not be required to (nor agree, and the Company shall not agree without the prior consent of Parent shall itTribune's consent, to waive any substantial rights or shall it agree to) pay to accept any consent substantial limitation on its operations or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms dispose of any Contract)material assets in connection with obtaining any such Authorization unless such waiver, limitation or disposition would not reasonably be expected to have a Material Adverse Effect on the provision Company or on Tribune, and PROVIDED, further, that at Tribune's written request, the Company shall agree to any such waiver, limitation or disposal, which agreement may, at the Company's option, be conditioned upon and effective only as of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractEffective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tribune Co), Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Stinehart William Jr)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using . Each of the parties hereto will use its reasonable best efforts to, in all cases subject to Section 6.2: and cooperate with one another (i) cause the conditions to the Merger set forth in Article VII promptly determining whether any filings are required to be satisfied; (ii) obtain all necessary actions made or non-actions, waivers, consents, approvals, orders waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are as may be required or necessary to consummate transfer any assets and related liabilities of the Merger and Companies to the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consentsSurviving Corporations in the Mergers, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement, including the Mergers, and the Voting Agreement and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. Notwithstanding anything Parent and the Companies shall mutually cooperate in order to facilitate the contrary herein, achievement of the Company shall not be required benefits reasonably anticipated from the Mergers. In connection with the legal opinions referred to (nor without the prior consent of Parent shall it, or shall it agree toin Sections 6.02(c) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractand 6.03(c), or Parent, GC Merger Sub, IPC Merger Sub, IPC Systems and the provision Companies agree to deliver letters of additional security (including a guaranty) representation reasonable under the circumstances as to obtain the consent, waiver or approval of any Person under any Contracttheir present intention and present knowledge.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cable Systems Holding LLC), Agreement and Plan of Merger (Global Crossing Holdings LTD), Agreement and Plan of Merger (Global Crossing LTD)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on parties hereto shall cooperate with the other hand, parties and use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner practicablereasonably practicable (and in any event prior to the End Date), the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing promptly and fully all documentation to effect all necessary or advisable filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all necessary actions or non-actionsapprovals, consents, registrations, waivers, consentsPermits, approvalsauthorizations, orders and authorizations other confirmations from any Governmental Authorities Entity necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) execute and make all necessary registrations, declarations and filings with Governmental Authorities that are deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; Agreement and (iiiiv) obtain all necessary defend or appropriate consentscontest in good faith any Action brought by a third party that could otherwise prevent or impede, waivers and approvals under interfere with, hinder or delay in any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following material respect the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to , in the contrary herein, the Company shall not be required to case of each of clauses (nor without the prior consent of Parent shall it, or shall it agree toi) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration through (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractiv), or other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, Permits, authorizations and other confirmations relating to Regulatory Laws, which are the provision subject of additional security (including a guarantySection 6.03(c) to obtain the consent, waiver or approval of any Person under any Contractand Section 6.03(d).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (CMC Materials, Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Subsubject to Section 6.5(c), on the one hand, GameStop and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, done all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the other making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement, (iv) the obtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any remedy agreement reached with any Governmental Entity, (v) subject to Section 6.5(c), the avoidance or the negotiated settlement of each and every impediment under any antitrust, merger control, competition or trade regulation Law (collectively, the “Antitrust and Competition Laws”) that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement, including using reasonable best efforts toso as to enable the Closing to occur, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iiivi) obtain all necessary in the event that each and every impediment identified in Section 6.5(a)(v) cannot be avoided or appropriate consentsotherwise remedied in accordance with that provision, waivers and approvals under then the defending of any Material Contracts to which the Company lawsuits or any of its Subsidiaries is a party in connection with other legal proceedings, whether judicial or administrative, challenging this Agreement and or the consummation of the transactions contemplated hereby so as hereby, including seeking to maintain have any injunction, stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding the foregoing, in the event that (x) the parties are required to defend any lawsuits or other legal proceedings in accordance with clause (vi) above and preserve the benefits under such Material Contracts following the consummation (y) one of the transactions contemplated by this Agreement. Notwithstanding anything parties (the “Objecting Party”) in good faith does not wish to participate in the contrary hereindefense of such lawsuits or other legal proceedings, subject to Section 8.1(b)(i), the Company Objecting Party shall not be required to participate in such defense in accordance with clause (nor without vi) above as long as the prior consent non-objecting party pays all of Parent shall itthe fees, or shall it agree to) pay any consent costs and expenses, including attorneys’ fees, incurred in connection with the defense of the lawsuits or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractlegal proceedings.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, including Section 7.02 (e)-(h), each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent and Merger Sub shall use (and cause its affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in effective the most expeditious manner practicableOffer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties and all consents, orders approvals and authorizations waivers from Governmental Authorities third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Offer, the Merger, this Agreement or the transactions contemplated by this Agreement (it being understood that the failure to receive any such consents, approvals or waivers shall not be a condition to Parent’s and make all necessary registrationsMerger Sub’s obligations hereunder), declarations (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Offer, or the consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, and filings with Governmental Authorities that are (iv) the execution and delivery of any additional instruments necessary to consummate the Offer or the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consentsprovided, waivers and approvals under any Material Contracts to which however, that in no event shall the Company or any of its Subsidiaries is a be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following for any consent or approval required for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person Agreement under any ContractContract or to incur any material cost or expense in the performance hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Campbell Thomas J), Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Michael Baker Corp)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementMerger, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions to the Merger precedent set forth in Article VII VI to be satisfied; , (ii) obtain all the obtaining of such reasonably necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities Entities and make all the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities that are Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Merger, including the consents referred to in Schedule 2.5 of the Company Schedules, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the other transactions contemplated by this Agreement; by, and (iii) obtain all necessary or appropriate consentsto fully carry out the purposes of, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary hereincontrary, nothing in this Agreement shall be deemed to require BRPA or the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay to any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments divestiture by itself or any amendments, supplements of its Affiliates of shares of capital stock or other modifications to (or waivers of) the existing terms of any Contract)business, assets or property, or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval imposition of any Person under material limitation on the ability of any Contractof them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Big Rock Partners Acquisition Corp.), Agreement and Plan of Merger (Big Rock Partners Sponsor, LLC), Agreement and Plan of Merger (BRAC Lending Group LLC)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following (provided, however, that this Section 5.03 shall not apply to any actions related to the Financing as to which Section 5.09 shall apply exclusively in determining Parent’s obligations with respect thereto): (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with, or notices to, Governmental Entities, including pursuant to Merger Control Laws) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a claim, action, suit, proceeding or investigation by, any Governmental Entity, (iii) the obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall the Company or any of its Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. It is understood and agreed that “reasonable best efforts” of a party with respect to actions or undertakings relating to any person other than a Governmental Entity shall not include any actions or undertakings which would reasonably be expected to result in material cost or material harm to such party. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (A) take all action necessary to ensure that no state takeover statute is or becomes applicable to this Agreement, the Share Exchange or any of the other transactions contemplated by this Agreement and (B) if any state takeover statute becomes applicable to this Agreement, the Share Exchange or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Share Exchange and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Share Exchange and the other transactions contemplated by this Agreement, including using . No party shall voluntarily extend any waiting period under the HSR Act or any Merger Control Law or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions except with the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed and which reasonableness shall be determined in light of each party’s obligation to use reasonable best efforts toto do all things necessary, proper or advisable to consummate and make effective, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinmost expeditious manner practicable, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any ContractTransactions), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Share (Millipore Corp /Ma), Agreement and Plan of Share (Millipore Corp /Ma)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.3(d), each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and to obtain satisfaction of the conditions precedent to the Merger, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties, orders (iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and authorizations from Governmental Authorities adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, (iv) seeking the lifting or rescission of any injunction or order or Law that could materially and make all necessary registrationsadversely affect the ability of the parties hereto to consummate the transactions under this Agreement, declarations (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the transactions contemplated hereby and filings with Governmental Authorities that are to cooperate to defend against it and respond thereto, (vi) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by by, and to fully carry out the purposes of, this Agreement; , (vii) using commercially reasonable efforts to arrange for the Company’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent’s financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person’s willful misconduct or gross negligence. For purposes of this Agreement, reasonable best efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) obtain all necessary permit the sale, holding separate or appropriate consentsother disposition of, waivers any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and approvals under (iv) conduct the business of the Company, Parent and/or any Material Contracts of their respective affiliates in a manner which would resolve such objections or suits, except to which the extent any such action described in clauses (i) through (iv) would not reasonably be expected to materially impair the benefits each of Parent and the Company or any reasonably expects to be derived from the combination of its Subsidiaries is a party in connection with this Agreement Parent and the consummation Company through the Merger. In furtherance and not in limitation of the foregoing, each of Parent and the Company agrees to make an appropriate filing under HSR with respect to the transactions contemplated hereby so as to maintain promptly as practicable and preserve the benefits under such Material Contracts in any event within 20 Business Days following the consummation date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the transactions contemplated by this Agreement. Notwithstanding anything to applicable waiting periods under the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractHSR Act as soon as practicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpha Natural Resources, Inc.), Agreement and Plan of Merger (Cleveland Cliffs Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one handCompany shall, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall cause their respective Subsidiaries to use its reasonable best efforts (i) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions necessary, proper or advisable under applicable Law to comply promptly with all legal requirements which may be imposed on such Party or otherwise its Subsidiaries with respect to the Mergers and, subject to the conditions set forth in Article VI hereof, to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts tothe Mergers, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; as promptly as practicable and (ii) to obtain all necessary actions or non-actions, waivers, consents, approvals, orders (and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings to cooperate with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third Person which is required to be obtained by this Agreement; and (iii) obtain all necessary Parent or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its their respective Subsidiaries is a party in connection with this Agreement the Mergers and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. Notwithstanding anything To the extent necessary in order to accomplish the foregoing and subject to the contrary hereinlimitations set forth in Section 5.8(e), Parent and the Company shall use their respective reasonable best efforts to jointly propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by Parent and the Company or any of their respective Subsidiaries of, any portion of the business, properties or assets of Parent, the Company or any of their respective Subsidiaries; provided, however, that neither Parent nor the Company shall not be required to propose, commit to or effect any action (nor without x) that is not conditioned upon the prior consent consummation of Parent shall itthe Merger or (y) that, individually or in the aggregate, would have, or shall it agree to) pay would reasonably be expected to have (after giving effect to any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms reasonably expected proceeds of any Contractdivestiture or sale of assets) a material and adverse effect on the business of Parent, the Company and their respective Subsidiaries, taken as a whole (individually or in the aggregate, a “Burdensome Condition”), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.08), each of Parent and Acquisition Sub, on the one handparties hereto shall, and (without limiting the rights of the Company specifically provided under Section 6.2shall cause its Subsidiaries to, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionspermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities that are Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, and (ii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the other transactions contemplated by purposes of this Agreement; and (iii) obtain . Parent will take all action necessary or appropriate consents, waivers and approvals to cause Merger Sub to perform its obligations under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and to consummate the consummation Merger on the terms and conditions set forth in this Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the transactions actions contemplated hereby so by clauses (i) and (ii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as to maintain and preserve the benefits under such Material Contracts following the consummation case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. Notwithstanding anything If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the contrary hereintransactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall not be required commit to or agree (nor or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of Parent shall itthe other (such consent not to be unreasonably withheld, conditioned or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractdelayed), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Adam Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on parties hereto shall cooperate with the other hand, parties and use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing promptly and fully all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all necessary actions or non-actionsapprovals, consents, registrations, waivers, consentsPermits, approvalsauthorizations, orders and authorizations other confirmations from any Governmental Authorities Entity necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) execute and make all necessary registrations, declarations and filings with Governmental Authorities that are deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; Agreement and (iiiiv) obtain all necessary defend or appropriate consentscontest in good faith any Action brought by a third party that could otherwise prevent or impede, waivers and approvals under interfere with, hinder or delay in any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following material respect the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to , in the contrary herein, the Company shall not be required to case of each of clauses (nor without the prior consent of Parent shall it, or shall it agree toi) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration through (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractiv), or other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, Permits, authorizations and other confirmations relating to Regulatory Laws, which are the provision subject of additional security (including a guarantySection 6.03(c) to obtain the consent, waiver or approval of any Person under any Contractand Section 6.03(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Atmi Inc)
Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent Parent, Holdings and Acquisition Merger Sub, on the one hand, and (without limiting the rights of Partnership and the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the CompanyGeneral Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or otherwise the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and the General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing as promptly as practicable all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; , and (iii) obtain all necessary or appropriate consents, waivers and approvals under defend any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with Proceedings challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following or the consummation of the transactions contemplated by this Agreement. Notwithstanding anything Agreement or seek to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, have lifted or shall it agree to) pay rescinded any consent injunction or restraining order or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications order adversely affecting the ability of the parties to (or waivers of) consummate the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noble Midstream Partners LP), Agreement and Plan of Merger (Chevron Corp)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) cause the conditions to the Merger set forth obtain all required consents, approvals or waivers from, or participation in Article VII to be satisfied; other discussions or negotiations with, third parties, including as required under any Company Material Contract or Parent Material Contract, (ii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings and take all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with Governmental Authorities that are the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby; provided, however, that neither the Company nor any of its Subsidiaries or Affiliates shall, without Parent’s prior written consent, become subject to, or consent or agree to any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, hold separate, dispose of any assets or conduct or change its business, nor shall the Company or any of its Subsidiaries or Affiliates commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, counsel for Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; . Unless prohibited by applicable Law or by the applicable Governmental Entity, each of Parent and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company shall to the extent reasonably practicable, give the other party reasonable prior notice of any meeting or conversation with any Governmental Entity and keep each other reasonably apprised with respect to the outcome thereof. In exercising the foregoing rights, each of its Subsidiaries is a party in connection with this Agreement Parent and the consummation Company shall act reasonably and as promptly as practicable. Subject to applicable Law, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby so as to maintain and preserve hereby, including promptly furnishing the benefits under such Material Contracts following counsel for the consummation other with copies of the transactions contemplated notices or other written communications received by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without or Parent, as the prior consent of Parent shall itcase may be, or shall it agree to) pay any consent or other similar feeof their respective Subsidiaries, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or from any amendments, supplements or other modifications Governmental Entity and/or third party with respect to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractsuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accuray Inc), Agreement and Plan of Merger (TomoTherapy Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to the Merger set forth in Article VII to be satisfied; effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain obtaining and maintaining all necessary actions or non-actions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations required to be obtained from any Governmental Authorities Authority or other Third Party that are necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that in no event shall Parent be required (iiior the Company, without Parent’s prior written consent, be permitted) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company by this Section 8.01 or any other provision of its Subsidiaries is a party this Agreement (A) to enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with this Agreement and the consummation of the transactions contemplated hereby so as or (B) to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, divest or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration otherwise hold separate (including increased rent by establishing a trust or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractotherwise), or take any other action (or otherwise agree to do any of the provision foregoing) with respect to any of additional security their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties, except, in the case of either of the foregoing clause (A) or (B), to the extent such action or actions would not reasonably be expected to, individually or in the aggregate, restrict, in any material respect, or otherwise negatively and materially impact the natural gas (including natural gas liquids) exploration, production and sales businesses of the Company and its Subsidiaries, taken as a guarantywhole, or the natural gas (including natural gas liquids) to obtain the consentexploration, waiver or approval production and sales businesses of any Person under any ContractParent and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xto Energy Inc), Agreement and Plan of Merger (Exxon Mobil Corp)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice, all notifications and other filing required under the ECMR and any other necessary antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers, orders (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and authorizations from Governmental Authorities (iv) the execution and make all necessary registrations, declarations and filings with Governmental Authorities that are delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In furtherance of the foregoing, the parties shall cooperate and use reasonable best efforts to determine and agree upon, within two weeks of the date hereof, a list of those Governmental Entities in foreign jurisdictions to which it may be necessary or appropriate to submit any filings, notifications or registrations or take any other actions in connection with regulatory or legal requirements of such Governmental Entities relating to the transactions contemplated hereby; provided that the foregoing shall not affect or otherwise modify the closing conditions in Sections 6.1(b) and (c). Subject to Applicable Laws relating to the exchange of information, Fisher and Thermo Electron shall have the right to review in advance, xxx xx the extent reasonably practicable each will consult the other on, all the information relating to Fisher and its Subsidiaries or Thermo Electron and its Subsidiaries, ax xxx case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Thermo Electron Corp)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessaryunder such party’s control or which such party is required to do under this Agreement, proper or advisable under applicable Law or otherwise is necessary to do, to consummate and make effective, in the most expeditious manner as soon as reasonably practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to, in all cases subject to Section 6.2including: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities Entities and make making all necessary registrations, declarations registrations and filings with Governmental Authorities that are and taking all steps as may be necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary an approval or appropriate consentswaiver from, waivers and approvals under or to avoid an action or proceeding by, any Material Contracts to which the Company or any of its Subsidiaries is a party Governmental Entity in connection with the execution, delivery or performance of this Agreement and or the consummation of the transactions contemplated hereby so as to maintain and preserve hereby, (ii) obtaining all necessary consents, approvals or waivers from third parties in connection with the benefits under such Material Contracts following execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding anything Without limiting the obligations set forth in this Section 6.8, and except as expressly permitted by this Agreement, neither Parent nor the Company shall, nor shall Parent or the Company permit any of its Subsidiaries or controlled Affiliates to, knowingly or intentionally take any action that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement, including any action that would make it more likely that any of the conditions to the contrary herein, consummation of the Company shall transactions contemplated hereby would not be required to (nor without satisfied, including the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms receipt of any Contract)authorization, or the provision of additional security (including a guaranty) to obtain the consent, waiver order, declaration or approval of any Person under Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any Contractapplicable waiting period; provided, however, that nothing in this Section 6.8 shall require any party hereto to waive any condition set forth in Article VII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties hereto agrees to use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best efforts to, take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Merger set forth in Article VII Closing to be satisfied; satisfied as promptly as practicable, (ii) obtain the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvalsauthorizations, orders and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations and filings with (including filings under the HSR Act or foreign antitrust or competition Law) applicable to the Transactions and other registrations, declarations and filings with, or notices to, Governmental Authorities that are necessary to consummate Entities, (iv) the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall any of the parties hereto or any of their respective Affiliates be required to (and approvals under any Material Contracts to which in no event shall the Company or any of its Subsidiaries is a party Subsidiaries, without Parent’s prior written approval) make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver from any such third parties, (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, responding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In connection with and without limiting the foregoing, each of Parent and the Company and their respective Boards of Directors shall (A) take all action necessary to ensure that no Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other Merger Transactions and (B) if any Takeover Law becomes applicable to this Agreement, the Merger or any of the other Merger Transactions, take all action necessary to ensure that the Merger and the other Merger Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the consummation effect of such statute or regulation on this Agreement, the Merger and the other Merger Transactions. No party hereto shall voluntarily extend any waiting period under the HSR Act or foreign antitrust or competition Law (collectively, “Antitrust Laws”) or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions except with the prior written consent of the transactions contemplated hereby so as other parties hereto (such consents not to maintain be unreasonably withheld or delayed and preserve which reasonableness shall be determined in light of each party’s obligation to use reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective, in the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinmost expeditious manner practicable, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any ContractTransactions), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Laboratory Corp of America Holdings)
Reasonable Best Efforts. Upon the terms and subject to the ----------------------- conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actionsactions (including entering into transactions), and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (ia) cause the conditions prompt making of their respective filings (including under the HSR Act) and thereafter the making of any other required submission with respect to the Merger set forth in Article VII to be satisfied; Offer and the Merger, (iib) obtain the obtaining of all additional necessary actions or non-actions, waivers, consentsconsents and approvals from any applicable federal, approvalsstate, orders foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal of competent jurisdiction (a "Governmental Entity") and authorizations from Governmental Authorities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities that are Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from any Governmental Entity, (c) the obtaining of all necessary consents, approvals or waivers from third parties, (d) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (e) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consentsprovided, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinhowever, that neither -------- ------- Parent, Sub nor the Company shall not be required to take any action pursuant to clauses (nor without b), (c), (d) or (e) above that would in any event have a Material Adverse Effect, in the prior consent case of Parent shall itthe Company, or any similar effect on Parent and/or its subsidiaries; and provided further that neither Parent, Sub nor any -------- ------- of their affiliates shall it agree to) pay be required to enter into any consent transaction or take any other similar feeaction that would require a waiver of, “profit sharing” or other similar payment or other consideration that is inconsistent with satisfaction of, the conditions of the Offer set forth in clauses (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contracta)(iii), (iv) or the provision of additional security (including a guarantyv) to obtain the consent, waiver or approval of any Person under any Contractin Exhibit A hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earth Technology Corp Usa), Agreement and Plan of Merger (Tyco International LTD)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions, the Offer and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement to be consummated as promptly as practicable on the terms and subject to the conditions hereof. Without limiting the foregoing, including using (i) each of the Company, Parent and Merger Sub shall file as promptly as practicable, and in any event no later than within five (5) Business Days of the Agreement Date, any required submissions under the HSR Act, and use its reasonable best efforts (A) to furnish information required in connection with such submissions under the HSR Act (including responding to any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable), (B) to obtain early termination of the waiting period under the HSR Act, (C) to keep the other parties reasonably informed with respect to the status of any such submissions under the HSR Act, including with respect to, in all cases subject to Section 6.2: (i1) cause the conditions receipt of any non-action, action, clearance, consent, approval or waiver, (2) the expiration of any waiting period, (3) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Competition Laws and (4) the nature and status of any objections raised or proposed or threatened to be raised under Competition Laws with respect to this Agreement, the Offer, the Merger set forth in Article VII or the other transactions contemplated hereby and (D) to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvalsclearances and approvals from any Governmental Entity and (ii) the Company, orders Parent and authorizations Merger Sub shall cooperate with one another: (A) in promptly determining whether any filings are required to be or should be made or any consents, approvals or waivers are required to be or should be obtained from Governmental Authorities and make all necessary registrationsother parties to loan agreements or other Contracts or instruments that the Company is a party to or related to the Company’s business in connection with this Agreement, declarations and filings with Governmental Authorities that are necessary to consummate the Offer, the Merger and or the other transactions contemplated by this Agreement; hereby and (iiiB) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all necessary or appropriate timely any such consents, waivers and permits, approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractwaivers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ZS Pharma, Inc.), Agreement and Plan of Merger (Zeneca, Inc.)
Reasonable Best Efforts. Upon the terms and subject Prior to the conditions set forth in this AgreementClosing, each of Parent Purchaser and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Sellers shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under any applicable Law or otherwise Laws to consummate and make effective, effective in the most expeditious manner practicablepossible the transactions contemplated by this Agreement including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and satisfaction of the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts parties’ conditions to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of consummating the transactions contemplated by this Agreement, (iii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information required under applicable Antitrust Laws and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Purchaser, the Sellers and the Companies or any of their respective affiliates in connection with the transactions contemplated by this Agreement or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Notwithstanding anything Additionally, each of Purchaser, the Sellers and the Companies shall use all reasonable best efforts to fulfill all conditions precedent to the contrary herein, the Company Acquisition and shall not take any action after the date of this Agreement that would reasonably be required expected to (nor without materially delay the prior consent of Parent shall itobtaining of, or shall it agree to) pay result in not obtaining, any permission, approval or consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or from any amendments, supplements or other modifications Governmental Entity necessary to (or waivers of) be obtained prior to the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractClosing.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Om Group Inc), Asset and Stock Purchase Agreement (Om Group Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on parties hereto shall cooperate with the other handparties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (and in the case of AGM, shall use its reasonable best efforts to cause the Control Persons) (unless, with respect to any action, another standard of performance is expressly provided for herein) to as promptly as reasonably practicable (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions Transactions, including (A) taking all such actions contemplated by this the terms of the Statutory Merger Agreement, including using reasonable best efforts to, in (B) otherwise preparing and filing promptly all cases subject documentation to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain effect all necessary actions or non-actionsfilings, waiversnotices, consentspetitions, approvalsstatements, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations submissions of information, applications and filings with Governmental Authorities that are other documents and (C) executing and delivering any additional instruments necessary to consummate the Merger Transactions, (ii) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other transactions contemplated by this Agreement; parties hereto in doing, all things necessary, proper or advisable to obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including the Required Regulatory Approvals, (iii) obtain take all necessary steps that are necessary, proper or appropriate consents, waivers and approvals under advisable to avoid any Material Contracts Actions by any Governmental Authorities with respect to which the Company or any of its Subsidiaries is a party in connection with this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of the transactions contemplated hereby so as to maintain and preserve Transactions. For the benefits under such Material Contracts following avoidance of doubt, the consummation of the transactions contemplated efforts required by this AgreementSection 5.04 shall not require, or be construed to require, any Specified Party, Fund or Portfolio Company to agree to (A) sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interest in any of their respective assets or businesses, or (B) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses; provided that the inclusion of a reference to any action in this sentence shall not imply that reasonable best efforts would require a party to take any such action. Notwithstanding anything contained herein to the contrary hereincontrary, nothing in this Agreement shall require AGM or its Affiliates to take any action which would have a non-de minimis adverse economic impact on the Company shall not be required to (nor without compensation arrangements between AGM or its Affiliates, on the prior consent of Parent shall itone hand, and AHL or shall it agree to) pay any consent or its Affiliates, on the other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracthand.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Global Management, Inc.), Agreement and Plan of Merger (Athene Holding LTD)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) cause the conditions to the Merger set forth obtain all required consents, approvals or waivers from, or participation in Article VII to be satisfied; other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with Governmental Authorities the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and any required foreign antitrust filings, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that are is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, including, without limitation, by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any material fee, penalty or other consideration or make any other material concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; . In exercising the foregoing rights, each of Parent and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement shall act reasonably and as promptly as practicable. Subject to applicable Law and the consummation instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby so hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to maintain such transactions, and, to the extent practicable under the circumstances, shall provide the other party and preserve its counsel with the benefits under such Material Contracts following the consummation opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreementhereby. Notwithstanding anything The Company shall use its reasonable best efforts to provide information about itself and its Subsidiaries and access to its employees and representatives to Parent’s financing sources that Parent has committed to make available pursuant to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractCommitment Letter.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Schawk Inc), Agreement and Plan of Merger and Reorganization (Matthews International Corp)
Reasonable Best Efforts. Upon (a) On the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Subthe Company, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the CompanyPurchaser, on the other hand, shall (and shall cause their respective Affiliates to) cooperate with each other and use its their respective reasonable best efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Law or otherwise Laws to consummate and make effective, in effective the most expeditious manner transactions contemplated hereby as soon as reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; promptly prepare and file (iias applicable) obtain all necessary actions or non-actions, waiverspermits, consents, approvals, orders confirmations (whether in writing or orally) and authorizations from of all third parties and Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that Entities which are necessary or advisable to consummate the Merger transactions contemplated hereby or the conversion of the Series C Preferred Stock or exercise of the Warrant, including those listed on Section 1.2(f)(1)(C) of the Company Disclosure Schedules in respect of the purchase of Additional Shares, as promptly as reasonably practicable following the date hereof and in any event no later than fifteen (15) business days following the other date hereof, and (ii) respond to any request for information from any Governmental Entity relating to the foregoing, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement; and provided, however, that nothing herein shall require the Company or Purchaser to pay or commit to pay any amount or incur any material obligation in favor of or grant any material accommodation (iiifinancial or otherwise) obtain all necessary to any person in connection with such efforts. In no event shall Purchaser be required to agree to provide capital or appropriate consents, waivers and approvals under any Material Contracts other financial support to which the Company or any of its Subsidiaries is a party in connection with this Agreement and thereof other than the consummation of Purchase Price to be paid for the transactions contemplated hereby so as Purchased Stock to maintain and preserve be purchased by it pursuant to the benefits under such Material Contracts following terms of, or subject to the consummation of the transactions contemplated by conditions set forth in, this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Investment Agreement (AlTi Global, Inc.), Investment Agreement (AlTi Global, Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to the Merger set forth in Article VII Closing to be satisfied; , (ii) obtain the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties other than Governmental Entities (provided that are if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of Parent, not to be unreasonably withheld), (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing Parent, Sub and the Company and their respective Boards of Directors shall, if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated by this Agreement, take all action necessary, with the reasonable cooperation of the other parties hereto if reasonably requested, to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents. The Company shall give Parent the opportunity to participate, waivers and approvals under on an advisory basis, in the defense of any Material Contracts to which stockholder litigation against the Company or any of and/or its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as directors relating to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hotjobs Com LTD), Agreement and Plan of Merger (TMP Worldwide Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.4(c)), each of Parent, Merger Sub and Parent and Acquisition SubGP, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the CompanyPartnership, on the other hand, shall will cooperate with the other and use (and will cause each of their respective Subsidiaries to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts topreparing and filing promptly and fully all documentation to effect all necessary filings, in all cases subject to Section 6.2: notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) cause the conditions to the Merger set forth in Article VII to be satisfied; including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Authorities and make all necessary expirations or terminations of waiting periods, registrations, declarations permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; and hereby, (iii) obtain all necessary defend any lawsuits or appropriate consentsother legal proceedings, waivers and approvals under any Material Contracts to which the Company whether judicial or any of its Subsidiaries is a party in connection with administrative, challenging this Agreement and or the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding (iv) obtain all necessary consents, approvals or waivers from third parties, provided, however, that notwithstanding anything to the contrary hereinin this Agreement, none of Parent, Merger Sub, Parent GP or the Company Partnership shall not be required to (nor without sell, divest, dispose of, license, lease, operate, conduct in a specified manner, hold separate or discontinue or restrict or limit, before or after the prior consent Closing Date, any assets, liabilities, businesses, licenses, operations, or interest in any assets or businesses, that would, individually or in the aggregate, have a Material Adverse Effect on the business of Parent shall itand its Subsidiaries, taken as a whole or shall it agree to) pay any consent or other similar feethe Partnership and its Subsidiaries, taken as a whole, respectively. For purposes of this Agreement, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Markwest Energy Partners L P)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on parties hereto shall cooperate with the other hand, parties and use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts topreparing and filing promptly and fully all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all necessary actions or non-actionsapprovals, consents, registrations, waivers, consentspermits, approvalsauthorizations, orders and authorizations other confirmations from any Governmental Authorities and make all necessary registrationsAuthority or third party necessary, declarations and filings with Governmental Authorities that are necessary proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; and Transactions, (iii) obtain all necessary execute and deliver any additional instruments necessary, proper or appropriate consentsadvisable to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, waivers and approvals under interfere with, hinder or delay in any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and material respect the consummation of the transactions contemplated hereby so Transactions, in the case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws or CFIUS Approval, which are dealt with in Section 5.5(b), Section 5.5(c) and Section 5.5(d) below; provided, however, that no party hereto shall be obligated to pay any material amount as to maintain consideration therefor to, or make any material financial or other accommodation in favor of, any third party (other than a Governmental Authority) from whom any such approval, consent, registration, waiver, permit, authorization, order or other confirmation is sought, other than customary processing fees (and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required make or agree to (nor pay any such amount or make any such accommodation in favor of any such third party without the prior written consent of Parent shall it(such consent not to be unreasonably withheld, delayed or shall it agree to) pay conditioned)); and provided further, that obtaining any consent such approval, consent, registration, waiver, permit, authorization, order or other similar feeconfirmation from any Governmental Authority or third party, and the making of any such payment or financial or other accommodation, shall not be a condition to Closing unless and to the extent expressly provided in Section 6.1(b). For purposes hereof, “profit sharingAntitrust Laws” shall mean the Xxxxxxx Act, the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act, all applicable Foreign Antitrust Laws and all other applicable Laws issued by a Governmental Authority that are designed or other similar payment intended to prohibit, restrict or other consideration (including increased rent regulate actions having the purpose or other similar payments effect of monopolization or any amendments, supplements restraint of trade or other modifications to (lessening of competition through merger or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractacquisition.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (GrubHub Inc.)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to obtain the adoption of this Agreement by the stockholders of the Company as contemplated by Sections 4.1(a) and 4.2(a) and to consummate and make effective, in the most expeditious manner practicableas soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including using reasonable best efforts toincluding, in all cases subject but not limited to Section 6.2: (ia) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with the SEC and all other Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (b) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties, orders and authorizations from Governmental Authorities and make all necessary registrations(c) the defending of any lawsuits or other legal proceedings, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary whether judicial or appropriate consentsadministrative, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with challenging this Agreement and or the Distribution Agreement or the consummation of the transactions contemplated hereby so as or thereby, including seeking to maintain have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and preserve the benefits under such Material Contracts following the consummation delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding anything Agreement and the Distribution Agreement and (e) causing all conditions to the contrary herein, the Company shall not be required parties’ obligations to consummate (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ofi) the existing terms Merger set forth in Article IV of any Contract)this Agreement and (ii) the Distribution as set forth in Section 2.1(b) of the Distribution Agreement to be satisfied. The Company and Centex, or upon the provision of additional security (including a guaranty) other’s request, shall provide all such information reasonably necessary to obtain accomplish the consent, waiver or approval of any Person under any Contractforegoing concerning the party’s business and affairs to the other party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centex Construction Products Inc), Agreement and Plan of Merger (Centex Corp)
Reasonable Best Efforts. Upon the other terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Law, each of Parent and Acquisition Sub, on the one handparties to this Agreement shall, and (without limiting the rights of the Company specifically provided under Section 6.2shall cause its Affiliates to, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in ensure that the most expeditious manner practicable, the Merger Offer Conditions and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII VI are satisfied and to consummate the Transactions as promptly as practicable. Without limiting the generality of the foregoing, Parent shall be required to (i) vigorously contest (including by means of litigation) (x) any Legal Action brought, or threatened to be satisfied; brought, by any Governmental Authority or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or seeking damages or to impose any terms or conditions in connection with the Transactions, and (y) any Order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any damages, terms or conditions in connection with the Transactions and (ii) obtain all necessary actions resolve any objections as the FTC, DOJ or non-actions, waivers, consents, approvals, orders and authorizations from any other Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals Authority may assert under any Material Law with respect to the Transactions and to obtain any clearance required under the HSR Act or any other approval, consent or authorization necessary under applicable Law for the consummation of the Transactions (including agreeing to and making divestitures, entering into hold separate arrangements, terminating, assigning or modifying Contracts (or portions thereof) or other business relationships, accepting restrictions on business operations and entering into of commitments and obligations); provided that, notwithstanding the foregoing or any other provision of this Agreement to which the contrary, nothing contained in this Agreement shall require Parent, the Company or any of its their respective Subsidiaries is a party in connection to take any such action with this Agreement and the consummation respect to any material assets, material categories of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, assets or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractmaterial businesses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boulder Brands, Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, and subject at all times to each Person’s and its directors’ duty to act in a manner consistent with their fiduciary duties, each of Parent DouYu, Huya and Acquisition SubTencent, on the one handas applicable, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise promptly to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing, in executing and filing promptly all cases subject documentation to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain effect all necessary actions or non-actionsnotices, waiversreports, applications and other filings and to obtain promptly all consents, registrations, approvals, orders permits and authorizations necessary or advisable to be obtained from any third party and/or Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary Entity in order to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate , except to the extent such actions, things, notices, reports, applications, filings, consents, waivers and approvals under registrations, approvals, permits or authorizations are related to any Material Contracts PRC Regulatory Filings with respect to which Tencent has the Company right to waive the condition prescribed in Section 8.2(g); provided, that except to the extent related to such PRC Regulatory Filings, DouYu, Huya and Tencent will cooperate with each other in determining whether any action by or in respect of, or filing with, any of its Subsidiaries Governmental Entity is a party required in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain Merger and preserve the benefits under such Material Contracts following the consummation of the other transactions contemplated by this AgreementAgreement and seeking any such actions, consents, approvals or waivers or making any such filings. Notwithstanding anything Each of Huya, DouYu and Tencent will furnish, and cause their Affiliates to the contrary hereinfurnish, the Company shall not be to each other all information required to (nor without the prior consent of Parent shall it, or shall it agree to) pay for any consent application or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) filing under the existing terms rules and regulations of any Contract), or applicable Law in connection with the provision of additional security (including a guaranty) to obtain Merger and the consent, waiver or approval of any Person under any Contractother transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DouYu International Holdings LTD), Agreement and Plan of Merger (HUYA Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.12), each of Parent and Acquisition Sub, on the one handparties hereto shall, and (without limiting the rights of the Company specifically provided under Section 6.2shall cause its Subsidiaries to, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper proper, or advisable under applicable Law or otherwise to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2including: (i) cause the conditions obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to the Merger set forth in Article VII obtain an approval or waiver from, or to be satisfiedavoid an action or proceeding by, any Governmental Entities; (ii) obtain the obtaining of all necessary actions consents or non-actions, waivers, consents, approvals, orders waivers from third parties; and authorizations from Governmental Authorities (iii) the execution and make all necessary registrations, declarations delivery of the Contingent Value Rights Agreement and filings with Governmental Authorities that are any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. With respect to the Contingent Value Rights Agreement, prior to the Effective Time, Target and Aytu shall use reasonable best efforts to cooperate, including by making changes to the form of Contingent Value Rights Agreement, as necessary to ensure that such agreement is in a form reasonably acceptable to the rights agent and that the CVRs will be issued and, if required, registered in a manner compliant with all applicable securities laws. The Target and Aytu shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other transactions in the taking of the actions contemplated by this Agreement; clauses (i), (ii), and (iii) obtain all necessary immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or appropriate consentsparties hereto, waivers and approvals under as the case may be, of any Material Contracts to which the Company or communication from any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation Governmental Entity regarding any of the transactions contemplated by this Agreement. Notwithstanding anything If the Target, on the one hand, or Aytu or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the contrary hereintransactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the Company other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Aytu nor the Target shall not be required commit to or agree (nor or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll, or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of Parent shall itthe other (such consent not to be unreasonably withheld, conditioned, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractdelayed), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on parties hereto shall cooperate with the other hand, parties hereto and use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing promptly and fully all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all necessary actions or non-actionsapprovals, consents, registrations, waivers, consentsPermits (including any Permit transfer, approvalsamendment or reissuance), authorizations, orders and authorizations other confirmations from any Governmental Authorities Entity or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the transfer of any Environmental Permit, (iii) execute and make all necessary registrations, declarations and filings with Governmental Authorities that are deliver any additional instruments necessary to consummate the Merger Mergers and the other transactions contemplated by this Agreement; Agreement and (iiiiv) obtain all necessary defend or appropriate consentscontest in good faith any Action brought by a third party that could otherwise prevent or impede, waivers and approvals under interfere with, hinder or delay in any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following material respect the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to , in the contrary herein, the Company shall not be required to case of each of clauses (nor without the prior consent of Parent shall it, or shall it agree toi) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration through (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractiv), or other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, Permits, authorizations and other confirmations relating to Regulatory Laws which are the provision subject of additional security (including a guarantySection 6.03(c) to obtain the consent, waiver or approval of any Person under any Contractand Section 6.03(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WestRock Co), Agreement and Plan of Merger (Kapstone Paper & Packaging Corp)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties hereto agrees to use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best efforts to, take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Merger set forth in Article VII Closing to be satisfied; satisfied as promptly as practicable, (ii) obtain the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvalsauthorizations, orders and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations and filings with (including filings under the HSR Act or foreign antitrust or competition Law (collectively, “Antitrust Laws”) applicable to the Transactions and other registrations, declarations and filings with, or notices to, Governmental Authorities that are necessary to consummate Entities, (iv) the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall any of the parties hereto or any of their respective Affiliates be required to (and approvals under any Material Contracts to which in no event shall the Company or any of its Subsidiaries is a party Subsidiaries, without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed)) make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver from any such third parties, (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof and after consultation with the other party, respond to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In connection with and without limiting the foregoing, each of Parent and the Company and their respective Boards of Directors shall (A) take all action necessary to ensure that no state takeover statute is or becomes applicable to this Agreement, the Merger or any of the other Transactions and (B) if any Takeover Law becomes applicable to this Agreement, the Merger or any of the other Transactions, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the consummation effect of such statute or regulation on this Agreement, the Merger and the other Transactions. No party hereto shall voluntarily extend any waiting period under the Antitrust Laws or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions except with the prior written consent of the transactions contemplated hereby so as other parties hereto (such consents not to maintain be unreasonably withheld or delayed and preserve which reasonableness shall be determined in light of each party’s obligation to use reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective, in the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinmost expeditious manner practicable, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any ContractTransactions), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ciena Corp), Agreement and Plan of Merger (Cyan Inc)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) cause the conditions to the Merger set forth obtain all required consents, approvals or waivers from, or participation in Article VII to be satisfied; other discussions or negotiations with, third parties, including as required under any Company Material Contract, or Parent Material Contract, as applicable, (ii) obtain all necessary actions Actions or non-actionsActions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings with and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Authorities Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that are is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including, without limitation, by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Person and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; . In exercising the foregoing rights, each of Parent and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or any of its Subsidiaries is a party other inquiry in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracthereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aytu Bioscience, Inc), Agreement and Plan of Merger (Neos Therapeutics, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, Rubicon Project and Telaria will cooperate with each of Parent other and Acquisition Sub, on the one hand, use (and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5will cause their respective Subsidiaries to use) the Company, on the other hand, shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with consummate the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject Agreement and to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; satisfied as promptly as reasonably practicable, including using all reasonable best efforts to accomplish the following as promptly as reasonably practicable: (iii) obtain the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations waivers, permits, authorizations, orders, expirations or terminations of waiting periods and filings with other confirmations from any Governmental Authorities Entity or other Person that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consentsmay become necessary, waivers and approvals under any Material Contracts to which the Company proper or any of its Subsidiaries is a party advisable in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement, including the Merger, (ii) the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Entities) that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) the taking of all steps as may be necessary, proper or advisable to obtain an approval from, or to avoid an Action by, any Governmental Entity or other Person in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iv) the defending of any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity vacated or reversed, and (v) the execution and delivery of any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. Notwithstanding anything Each of Rubicon Project and Telaria shall, in consultation and cooperation with the other and as promptly as reasonably practicable, but in no event later than ten (10) Business Days from the date of this Agreement, make its respective filing under the HSR Act and any other applications and filings as reasonably determined by Rubicon Project and Telaria under other applicable Antitrust Laws with respect to the contrary hereintransactions contemplated by this Agreement, the Company shall not be as promptly as practicable, but in no event later than as required to (by Applicable Law. Neither Rubicon Project nor Telaria will withdraw any such filings or applications without the prior written consent of Parent shall it, or shall it agree to) pay any consent or the other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telaria, Inc.), Agreement and Plan of Merger (Rubicon Project, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, or desirable to consummate the transactions contemplated by this Agreement; (iii) to the extent proper and advisable, participating and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority relating to consummate and make effective, this Agreement or the transactions contemplated hereby; (iv) in the most expeditious manner practicable, event that the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) issues a Request for Additional Information and Documentary Material (a “Second Request”) under the HSR Act in relation to the Merger and the other transactions contemplated by this Agreement, taking such measures as may be reasonably necessary to limit the scope of such Second Request, certifying substantial compliance with such Second Request and otherwise responding to and seeking to resolve any requests for information, documents, data or testimony made by the FTC or the DOJ under the HSR Act; (v) securing clearance under all applicable Competition Laws (including using reasonable best efforts to, in all cases subject to Section 6.2: (ithe expiration or termination of any applicable waiting period thereunder) cause the conditions to of the Merger set forth in Article VII and the other transactions contemplated by this Agreement by the Termination Date; and (vi) preventing the entry of, and having vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order relating to be satisfied; (ii) obtain all necessary actions any applicable Competition Law that would prevent, prohibit, restrict or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate delay the consummation of the Merger and the other transactions contemplated by this Agreement; : provided that the parties hereto understand and agree that in no event shall the Company, Parent or Merger Subsidiary be required by this Section 8.01 or any other provision of this Agreement (iiiA) obtain all necessary to enter into any settlement, undertaking, consent decree, stipulation or appropriate consentsagreement with any Governmental Authority in connection with the transactions contemplated hereby or (B) to divest or otherwise hold separate (including by establishing a trust or otherwise), waivers and approvals under or take any Material Contracts other action (or otherwise agree to which do any of the foregoing) in the case of either of the foregoing clauses (A) or (B) with respect to any of the material businesses, assets or properties of Parent or the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttheir respective material Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Agreement and Plan of Merger (Pepsico Inc)
Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of Parent the Company and Acquisition Sub, on the one handeach Investor shall, and (without limiting the rights of the Company specifically provided under Section 6.2shall cause its Affiliates to, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to ensure that the conditions set forth in Article VI are satisfied, to consummate and make effectivethe Transactions as promptly as practicable and, in at the most expeditious manner sole discretion of the Apollo Investors, to obtain the HSR Clearance with respect to the Apollo Investors and, at the sole discretion of the HPS Investors, to obtain the HSR Clearance with respect to the HPS Investors, as promptly as practicable, the Merger including, subject to Section 5.05(d) and the other transactions contemplated by this AgreementSection 5.04(b), including using reasonable best efforts to, in all cases subject to Section 6.2: contest (i) cause the conditions to the Merger set forth in Article VII any Action brought, or threatened to be satisfied; brought, by any Governmental Entity seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or, at the sole discretion of the Apollo Investors or the HPS Investors, as applicable, the obtainment of any of the Specified Rights or to impose any terms or conditions in connection with the Transactions or, at the sole discretion of the Apollo Investors or the HPS Investors, as applicable, the obtainment of any of the Specified Rights and (ii) obtain all necessary actions any Judgment that enjoins, restrains, prevents, prohibits or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate makes illegal the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or consummation of any of its Subsidiaries is a party the Transactions or, at the sole discretion of the Apollo Investors or the HPS Investors, as applicable, the obtainment of any of the Specified Rights or imposes any terms or conditions in connection with this Agreement and the consummation Transactions or, at the sole discretion of the transactions contemplated hereby so Apollo Investors or the HPS Investors, as to maintain and preserve applicable, the benefits under such Material Contracts following the consummation obtainment of any of the transactions contemplated by this AgreementSpecified Rights. Notwithstanding anything Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the contrary hereinTransactions, to implement the Company shall not be required to Specified Rights (nor without at the prior consent sole discretion of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), Apollo Investors or the provision of additional security (including a guarantyHPS Investors, as applicable) or to obtain the consent, waiver evidence such events or approval of any Person under any Contractmatters.
Appears in 2 contracts
Samples: Investment Agreement (Albertsons Companies, Inc.), Registration Rights Agreement (Albertsons Companies, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on parties hereto shall cooperate with the other hand, parties and use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions set forth in ARTICLE V to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts topreparing and filing promptly and fully all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain all necessary actions or non-actions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority necessary, proper or advisable to consummate the Merger and the other transactions contemplated Transactions; provided that in no event shall Parent or Purchaser be required by this Agreement; and (iiiSection 4.3(a) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any other provision of this Agreement to (A) license, divest, dispose of or hold separate any material portion of the Purchased Assets or the assets or businesses of Parent, Purchaser or any other Subsidiary of Purchaser or otherwise take or commit to take any action that limits in any respect its Subsidiaries is a freedom of action with respect to, or its ability to retain, any material portion of the Purchased Assets or the assets or businesses of Parent, Purchaser or any other Subsidiary of Purchaser, or that would have an adverse effect on Parent, Purchaser or any other Subsidiary of Purchaser after giving effect to the Transactions, (B) agree to or effect any license, divestiture, disposition or hold separate any business, (C) initiate any action or proceeding against any Governmental Authority or third party or defend any action that shall have been initiated by any Governmental Authority or third party (including any shareholders of the Seller, whether brought directly, derivatively or otherwise) or (D) pay any material amounts in connection with this Agreement and the consummation of the transactions contemplated hereby so seeking or obtaining such consents, approvals or authorizations as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be are required to (nor without complete the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractTransactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Insmed Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.4(c)), each of Parent, Merger Sub and Parent and Acquisition SubGP, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the CompanyPartnership, on the other hand, shall will cooperate with the other and use (and will cause each of their respective Subsidiaries to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts topreparing and filing promptly and fully all documentation to effect all necessary filings, in all cases subject to Section 6.2: notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) cause the conditions to the Merger set forth in Article VII to be satisfied; including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Authorities and make all necessary expirations or terminations of waiting periods, registrations, declarations permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; and hereby, (iii) obtain all necessary defend any lawsuits or appropriate consentsother legal proceedings, waivers and approvals under any Material Contracts to which the Company whether judicial or any of its Subsidiaries is a party in connection with administrative, challenging this Agreement and or the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding (iv) obtain all necessary consents, approvals or waivers from third parties, provided , however , that notwithstanding anything to the contrary hereinin this Agreement, none of Parent, Merger Sub, Parent GP or the Company Partnership shall not be required to (nor without sell, divest, dispose of, license, lease, operate, conduct in a specified manner, hold separate or discontinue or restrict or limit, before or after the prior consent Closing Date, any assets, liabilities, businesses, licenses, operations, or interest in any assets or businesses, that would, individually or in the aggregate, have a Material Adverse Effect on the business of Parent shall itand its Subsidiaries, taken as a whole or shall it agree to) pay any consent or other similar feethe Partnership and its Subsidiaries, taken as a whole, respectively. For purposes of this Agreement, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MPLX Lp), Agreement and Plan of Merger (Marathon Petroleum Corp)
Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, including Section 6.4, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto Parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (ia) cause preparing and filing as soon as practicable (but in no event later than 15 Business Days after the conditions date of this Agreement in respect of any such filings required in connection with the HSR Act) all forms, registrations and notices relating to the Merger set forth in Article VII antitrust, competition, trade or other regulatory matters that are required by applicable Law to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary filed in order to consummate the Merger and the other transactions contemplated by this Agreement; hereby and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Entity relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and (iiiii) obtain preparing and filing, as soon as practicable, any form or report required by any other Governmental Entity relating to any Regulatory Approval, (b) subject to Section 6.5.6, taking all actions necessary to cause all conditions set forth in Article 7 (including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder)) to be satisfied as soon as practicable, (c) defending any lawsuits or appropriate consentsother legal, waivers and approvals under any Material Contracts regulatory or other proceedings to which the Company or any of its Subsidiaries it is a party in connection with challenging or affecting this Agreement and or the consummation of the Merger and the other transactions contemplated hereby so as and (d) executing and delivering any additional instruments necessary to maintain consummate the Merger and preserve to fully carry out the benefits under such Material Contracts following the consummation purposes of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases Agreement to be consummated as promptly as reasonably practicable on the terms and subject to Section 6.2: the conditions hereof. Without limiting the foregoing, (i) cause each of the conditions Company, Parent and Merger Sub shall use its reasonable best efforts: (A) to make promptly any required submissions under the HSR Act with respect to this Agreement, the Merger and the other transactions contemplated hereby; (B) to furnish information required in connection with such submissions under the HSR Act; (C) to keep the other parties reasonably informed with respect to the Merger set forth in Article VII status of any such submissions under the HSR Act, including with respect to: (1) the receipt of any non-action, action, clearance, consent, approval or waiver, (2) the expiration of any waiting period, (3) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under the HSR Act, the Federal Trade Commission Act (the “FTC Act”), the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) or the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) (HSR Act, FTC Act, Xxxxxxx Act and Xxxxxxx Act, collectively “Antitrust Law”) and (4) the nature and status of any objections raised or proposed or threatened to be satisfiedraised under the HSR Act, FTC Act, Xxxxxxx Act or Xxxxxxx Act with respect to this Agreement, the Merger or the other transactions contemplated hereby; and (iiD) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity and (ii) Parent, Merger Sub and the Company shall: (A) cooperate with one another in promptly determining whether any filings are required to be made or consents, approvals, orders and permits or authorizations are required to be obtained under any other supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be obtained from Governmental Authorities and make all necessary registrationsother parties to loan agreements or other Contracts related to the Company’s business in connection with this Agreement, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and or the consummation of the other transactions contemplated by this Agreementhereby; (B) cooperate with one another in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers; and (iiiC) obtain all necessary not to enter into any transaction prior to the Share Acceptance Time that would reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or appropriate consents, waivers and approvals waiver under any Material Contracts the Antitrust Laws with respect to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orthovita Inc), Agreement and Plan of Merger (Stryker Corp)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties hereto agrees to use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best efforts to, take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Merger set forth in Article VII Closing to be satisfied; satisfied as promptly as practicable, (ii) obtain the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvalsauthorizations, orders and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations and filings with (including filings under the HSR Act) applicable to the Transactions and other registrations, declarations and filings with, or notices to, Governmental Authorities Entities, including the NYSDFS and, except to the extent that are an applicable exemption applies, CDI, and those approvals set forth on Section 3.01(d) of the Company Disclosure Letter and 3.02(c) of the Parent Disclosure Letter, and the taking of all steps as may be necessary to consummate obtain an approval or waiver from, or to avoid a claim, action, suit, proceeding or investigation by, any Governmental Entity, (iv) the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall any of the parties hereto or any of their respective Affiliates be required to (and approvals under any Material Contracts to which in no event shall the Company or any of its Subsidiaries is a party Subsidiaries, without Parent's prior written approval) make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver from any such third parties, (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, responding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In connection with and without limiting the foregoing, each of Parent and the Company and their respective Boards of Directors shall (A) take all action necessary to ensure that no state takeover statute is or becomes applicable to this Agreement, the Merger or any of the other Merger Transactions and (B) if any state takeover statute becomes applicable to this Agreement, the Merger or any of the other Merger Transactions, take all action necessary to ensure that the Merger and the other Merger Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the consummation effect of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by statute or regulation on this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without Merger and the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractMerger Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one handCompany shall, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall cause their respective Subsidiaries to use its reasonable best efforts to to: (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions necessary, proper or advisable to comply with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Mergers and, subject to the conditions set forth in Article VI hereof, to consummate the transactions contemplated by this Agreement, including the Mergers; (ii) defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages; and (iii) obtain (and to cooperate with the other Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, including the FTC, the Antitrust Division of the Department of Justice or any other Governmental Entity, including those federal and state departments of health, state insurance departments and other Governmental Entities with jurisdiction under applicable Law Health Care Laws or otherwise insurance laws, and any other third Person that is required to consummate and make effective, be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts and to comply with the terms and conditions of any such consent, authorization, order or approval; provided, however, that neither Parent nor the Company, in each case, on behalf of itself or any of its Subsidiaries, shall be required to propose, commit to, agree to or effect any action (or refrain from taking any action) or be subject to any term, limitation, condition, restriction or requirement that, individually or in the aggregate, (A) would have or would reasonably be expected to have a material and adverse effect on the financial condition, business, revenue or EBITDA of Parent and its Subsidiaries or of the Company and the Company Subsidiaries, in each case, as currently conducted, (B) would or would reasonably be expected to restrict or prohibit any lines or types of business in which Parent and its Subsidiaries or the Company and its Subsidiaries shall be permitted to engage and would have or would reasonably be expected to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, or on the Company and the Company Subsidiaries, taken as a whole; provided that, for purposes of determining whether any action, term, limitation, condition, restriction or requirement would have or would reasonably be expected to, in all cases subject the case of clause (A), have a material adverse effect on Parent and its Subsidiaries, or, in the case of clause (B), restrict or prohibit any lines or types of business in which Parent and its Subsidiaries shall be permitted to Section 6.2: (i) cause the conditions engage and would have or would reasonably be expected to the Merger set forth have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, Parent and its Subsidiaries will, in Article VII each case, collectively be deemed to be satisfied; a company the size of (iiand with revenue and EBITDA equal to those of) obtain all necessary actions the Company and its Subsidiaries, taken as a whole, or non-actions, waivers, consents, approvals, orders and authorizations (C) would or would be reasonably expected to materially impair the benefits reasonably expected to be derived by Parent from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger Mergers and the other transactions contemplated by hereby; provided, that, for purposes of this Agreement; clause (C), such reasonably expected benefits shall be deemed to be the size of the Company and the Company Subsidiaries, taken as a whole (each of (A), (B) and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any ContractC), individually or in the provision of additional security (including aggregate, a guaranty) to obtain the consent, waiver or approval of any Person under any Contract“Burdensome Condition”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Health Net Inc)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to obtain the adoption of this Agreement by the stockholders of the Company as contemplated by Sections 4.1(a) and 4.2(a) and to consummate and make effective, in the most expeditious manner practicableas soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including using reasonable best efforts toincluding, in all cases subject but not limited to Section 6.2: (ia) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with the SEC and all other Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (b) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties, orders and authorizations from Governmental Authorities and make all necessary registrations(c) the defending of any lawsuits or other legal proceedings, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary whether judicial or appropriate consentsadministrative, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with challenging this Agreement and or the Distribution Agreement or the consummation of the transactions contemplated hereby so as or thereby, including seeking to maintain have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and preserve the benefits under such Material Contracts following the consummation delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding anything Agreement and the Distribution Agreement and (e) causing all conditions to the contrary herein, the Company shall not be required parties' obligations to consummate (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ofi) the existing terms Merger set forth in Article IV of any Contract)this Agreement and (ii) the Distribution as set forth in Section 2.1(b) of the Distribution Agreement to be satisfied. The Company and Centex, or upon the provision of additional security (including a guaranty) other's request, shall provide all such information reasonably necessary to obtain accomplish the consent, waiver or approval of any Person under any Contractforegoing concerning the party's business and affairs to the other party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centex Construction Products Inc), Agreement and Plan of Merger (Centex Corp)
Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent Parent, Holdings and Acquisition Merger Sub, on the one hand, and (without limiting the rights of Partnership and the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the CompanyGeneral Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or otherwise the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units, the General Partner Interest and the Incentive Distribution Rights in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing as promptly as practicable all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations Permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; , and (iii) obtain all necessary or appropriate consents, waivers and approvals under defend any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with Proceedings challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following or the consummation of the transactions contemplated by this Agreement. Notwithstanding anything Agreement or seek to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, have lifted or shall it agree to) pay rescinded any consent injunction or restraining order or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications order adversely affecting the ability of the parties to (or waivers of) consummate the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Green Plains Partners LP), Agreement and Plan of Merger (Green Plains Inc.)
Reasonable Best Efforts. Upon Subject to Section 8.5(c), the terms Company and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one handshall, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its their reasonable best efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations (including, without limitation, all filings required under the HSR Act, the applicable merger regulations of the European Community and all applicable Polish competition statutes) required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Company Disclosure Statement) which would impair the ability of the parties to consummate the Merger; and (iii) use their reasonable best efforts to promptly (x) take, or cause to be taken, all actions, other actions and to (y) do, or cause to be done, and to assist and cooperate with the all other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise appropriate to satisfy the conditions set forth in Annex A of this Agreement and Article IX (unless waived) and to consummate and make effectiveeffective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); PROVIDED, HOWEVER, that no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and, subject to Section 8.1, no contract shall be amended to increase the most expeditious manner practicableamount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent and Merger Sub. Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, hereby and permit the other party to review in all cases subject advance any proposed communication to Section 6.2: (i) cause the conditions any Governmental Body in such connection to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated extent permitted by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractapplicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entertainment Inc), Agreement and Plan of Merger (Bison Acquisition Corp)
Reasonable Best Efforts. Upon From the terms and subject date of this Agreement to the conditions set forth in this AgreementClosing Date, Seller and each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Buyer shall use its respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise necessary to consummate and make effectivethe transactions contemplated by this Agreement including (i) obtaining the consent of any Governmental Authority or third party required by this Agreement, in (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the most expeditious manner practicable, consummation of any of the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject seeking to Section 6.2: have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iiii) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders executing and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by by, and to fully carry out the purposes of, this Agreement; provided, however, that neither Seller nor any Buyer shall be obligated with respect to such efforts (x) to expend any funds except the payment of the fees and expenses of any applicable attorneys, consultants or other advisors retained by it or (y) to take any actions with respect to its business, the RC International Business or the Cott Business which, in its reasonable judgment, is materially adverse, including, but not limited to, agreeing to any modification of a contract term; provided, further, that Buyers shall be deemed to have satisfied their obligations under this Section 9.3 with respect (A) to obtaining the Financing on substantially the terms and conditions of the Commitment Letter if they and their Affiliates have complied with all their respective material obligations contained in the Commitment Letter and (iiiB) to obtaining the Financing on terms substantially similar to those contained in the Commitment Letter if they and their Affiliates use all commercially reasonable efforts to obtain the Financing on terms substantially similar to those contained in the Commitment Letter from any other lender reasonably acceptable to Cott and have complied with all necessary or appropriate consentstheir respective material obligations, waivers and approvals under any Material Contracts to which the Company or any if any, of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinnew commitment letter; provided, the Company however, Buyers shall not be required obligated with respect to such efforts (nor without i) to expend any funds except the prior consent payment of Parent shall itthe fees and expenses of any applicable attorneys, or shall it agree to) pay any consent consultants or other similar fee, “profit sharing” or other similar payment or other consideration advisors (including increased rent such lender) retained by them or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guarantyii) to obtain the consenttake any actions with respect to its business which, waiver or approval in its reasonable judgment, is materially adverse, including, but not limited to, agreeing to any modification of any Person under any Contracta contract term.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cott Corp /Cn/), Asset Purchase Agreement (Cott Corp /Cn/)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties to this Agreement will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to ensure that the conditions set forth in Article VI are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all consents, approvalsapprovals or waivers from, orders and authorizations from Governmental Authorities and make all or taking other actions with respect to, third parties necessary registrations, declarations and filings or advisable to be obtained or taken in connection with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that without the prior written consent of MergerCo, the Company and its Subsidiaries may not pay or commit to pay any amount of cash or other consideration, or incur or commit to incur any liability or other obligation, in connection with obtaining such consent, approval or waiver, (iii) obtain all necessary subject to first having used reasonable best efforts to negotiate a resolution of any objections underlying such lawsuits or appropriate consentsother legal proceedings, waivers defending and approvals under contesting any Material Contracts to which the Company lawsuits or any of its Subsidiaries is a party in connection with other legal proceedings, whether judicial or administrative, challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following or the consummation of the transactions contemplated by this Agreement. Notwithstanding anything , including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed, and (iv) executing and delivering any additional instruments necessary to consummate the contrary hereintransactions contemplated hereby, and to fully carry out the Company shall not be required to (nor without the prior consent purposes of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Michas Alexis P), Agreement and Plan of Merger (Theragenics Corp)
Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of, and other than as expressly contemplated by, this Agreement, each of Parent and Acquisition Subthe P66 Parties, on the one hand, and (without limiting the rights of Partnership and the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the CompanyGeneral Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or otherwise the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and the General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter, and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing as promptly as practicable all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfiednotifications, notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations Permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under defend any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with Proceedings challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following or the consummation of the transactions contemplated by this Agreement. Notwithstanding anything Agreement or seek to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, have lifted or shall it agree to) pay rescinded any consent injunction or restraining order or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications order adversely affecting the ability of the parties to (or waivers of) consummate the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phillips 66), Agreement and Plan of Merger (Phillips 66 Partners Lp)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to the Merger set forth in Article VII to be satisfied; effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain obtaining and maintaining all necessary actions Permits required to be obtained from any Governmental Authority or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities other Third Party that are necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; . Nothing in this Agreement shall require Parent or any of its Subsidiaries to, and, except with the prior written consent of Parent, the Company shall not take any action to, and shall not allow any of its Subsidiaries to, (iiiA) obtain all necessary enter into any settlement, undertaking, consent decree, stipulation or appropriate consentsagreement with any Governmental Authority in connection with the transactions contemplated by this Agreement, waivers and approvals under (B) agree, propose, negotiate, offer, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (including by establishing a trust, licensing any Material Contracts Intellectual Property Rights or otherwise), or take any other action (including by providing its consent to which permit the Company or any of its Subsidiaries is a party to take any of the foregoing actions), or otherwise proffer or agree to do any of the foregoing, with respect to any of the businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or Subsidiaries, (C) terminate any existing relationships or contractual rights or obligations or (D) otherwise offer to take or offer to commit to take any action that would limit Parent’s or any of its Affiliates’ freedom of action with respect to, or ability to retain, operate or otherwise exercise full rights of ownership with respect to, businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or Subsidiaries (or equity interests held by Parent or any of its Affiliates in connection entities with this Agreement and businesses, assets or properties). At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its Subsidiaries (but, absent such request, the Company shall not take any such action), provided that any such action shall be conditioned upon the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracthereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Illumina Inc), Agreement and Plan of Merger (Pacific Biosciences of California, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall Parent and Merger Sub will use (and cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties and all consents, orders approvals and authorizations waivers from Governmental Authorities third parties reasonably requested by Parent or the Company to be obtained in respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement (it being understood that the failure to receive any such consents, approvals or waivers will not be a condition to the obligations of the parties hereunder), (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, or the consummation of the Merger or the other transactions contemplated by this Agreement, and make all necessary registrations, declarations (iv) the execution and filings with Governmental Authorities that are delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consentsprovided, waivers and approvals under any Material Contracts to which however, that in no event will the Company or any of its Subsidiaries is a be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following for any consent or approval required for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything Agreement under any Contract or to incur any material cost or expense in the contrary herein, the Company shall not performance hereof and that in no event will Parent or any of its Subsidiaries be required to (nor without pay prior to the prior consent of Parent shall itEffective Time any fee, penalty or shall it agree to) pay other consideration to any third party for any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) approval required for the existing terms consummation of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person transactions contemplated by this Agreement under any ContractContract or to incur any material cost or expense in the performance hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Atmel Corp)
Reasonable Best Efforts. Upon (a) Except as otherwise provided under Section 5.2 or Section 5.3, and subject to Section 6.3, upon the terms and subject to the conditions set forth in this Agreement, each of Parent Parent, Merger Sub and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause each of the conditions to the Merger set forth in Article VII to be satisfiedsatisfied as promptly as practicable after the date of this Agreement; (ii) obtain obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities Authorities, that are necessary to consummate the Merger Merger; (iii) resist, contest, appeal and remove any Legal Proceeding and have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the other consummation of the transactions contemplated by this Agreement; and Agreement (iiiincluding any Legal Proceeding or Order in connection with the matters contemplated by Section 6.3), (iv) obtain all necessary or appropriate consents, waivers and approvals Consents under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as and (v) reasonably cooperate with the other party or parties with respect to maintain and preserve the benefits under such Material Contracts following the consummation any of the foregoing. In addition to the foregoing, except as otherwise provided under Section 5.2 or Section 5.3, and subject to Section 6.3, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, materially delaying or materially impairing the ability of such party to consummate the Merger or the other transactions contemplated by this Agreementhereby. Notwithstanding anything to the contrary herein, (i) the Company shall not be required prior to (nor without the prior consent of Parent shall it, or shall it agree to) Effective Time to pay any consent or other similar fee, “profit profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of the Merger, to obtain the consent, waiver or approval any Consent of any Person (including any Governmental Authority) under any ContractContract and (ii) Parent and its Affiliates shall not be required to, and, without the prior written consent of Parent, the Company shall not and shall cause its Subsidiaries not to, (A) take any action, or commit to take any action, or agree to any condition or restriction relating to the business, assets, liabilities, rights, obligations, relationships, results of operations, financial condition or operations of, or otherwise limit in any way or to any extent the full exercise of any rights of ownership of, (1) any of Parent, Merger Sub or any of their respective Affiliates or (2) omaveloxolone, (B) take any action, or commit to take any action, or agree to any condition or restriction that has or would reasonably be expected to have an impact on the business, assets, liabilities, rights, obligations, relationships, results of operations, financial condition or operations of, or otherwise limit in any way or to any extent the full exercise of any rights of ownership of the Company or any of its Subsidiaries, in each case, in a manner that would be material to the Company and its Subsidiaries, taken as a whole, or (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority to do any of the foregoing, in each case, in connection with this Agreement or the transactions contemplated hereby (each of the items described in this clause (ii), a “Burdensome Condition”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biogen Inc.), Agreement and Plan of Merger (Reata Pharmaceuticals Inc)
Reasonable Best Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Parent Parent, Sub and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall agree to use its their respective reasonable best efforts (x) to take, or cause to be taken, all actions, and (y) to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise (subject to any Applicable Laws) to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this AgreementTransactions as promptly as practicable including, including using reasonable best efforts to, in all cases subject but not limited to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII preparation and filing of all forms, registrations and notices required to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary filed to consummate the Merger and the other transactions contemplated Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by this Agreement; any third party or Governmental Entity, (ii) the preparation of any disclosure documents reasonably requested by Parent in order to facilitate financing of any of the Transactions and (iii) obtain all the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to delay materially the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing, or appropriate consentsany other covenant herein contained, waivers and in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any Material Contracts Company Subsidiary shall be entitled to which divest or hold separate or otherwise take or commit to take any action that limits Parent's or Sub's freedom of action with respect to, or their ability to retain, the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation Company Subsidiary or any material portions thereof or any of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation businesses, product lines, properties or assets of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentsCompany Subsidiary, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the without Parent's prior written consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plato Holdings Inc), Agreement and Plan of Merger (Plato Holdings Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein provided for, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties hereto agrees to use its reasonable best efforts in good faith to take, or cause to be takentaken (including causing any Subsidiaries to take), all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and will cooperate fully with the other parties hereto to that end; provided, including using however, that nothing in this Agreement (other than as expressly provided for in Section 1.01) shall obligate Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). Without limiting the foregoing, (i) each of the Company, Parent and Purchaser shall use its reasonable best efforts toto make promptly any required submissions under the HSR Act that the Company or Parent determines should be made, in all cases subject to Section 6.2: (i) cause the conditions each case, with respect to the Offer, the Merger set forth in Article VII to be satisfied; and the transactions contemplated hereby and (ii) obtain all necessary actions Parent, Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or non-actions, waivers, should be made or consents, approvals, orders and permits or authorizations from Governmental Authorities and make all necessary registrationsare required to be or should be obtained under any other federal, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary state or appropriate foreign law or regulation, including any shipping or maritime laws, or whether any consents, approvals or waivers and approvals under any Material Contracts are required to which be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company or any of its Subsidiaries is a party Company's business in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement. Notwithstanding anything to the contrary herein, the Company proper officers and directors of each party to this Agreement shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttake all such necessary action.
Appears in 2 contracts
Samples: Agreement of Merger (Marine Transport Corp), Agreement of Merger (Crowley Maritime Corp)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall each use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other party or parties hereto in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions from any Governmental Entities or any other third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders and authorizations from Governmental Authorities and make all necessary registrationsrequired to be obtained by the Company, declarations and filings with Governmental Authorities that are necessary to consummate the Parent, Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company Sub or any of its their respective Subsidiaries is a party in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby so as hereby; provided, that in connection therewith, without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or its Subsidiaries will make or agree to maintain make any material payment or accept any material conditions or obligations, including amendments to existing conditions and preserve obligations; (iii) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the benefits Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such Material Contracts following filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences; (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding anything No parties to this Agreement shall consent to any voluntary delay of the contrary hereinClosing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, the Company which consent shall not be required unreasonably withheld. For the avoidance of doubt, Parent, Merger Sub and the Company agree that nothing contained in this Section 6.10(a) shall modify or affect their respective rights and responsibilities under Section 6.10(b). The provisions of this Section 6.10(a) shall not apply to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractmatters described in Section 5.9 and Section 6.17.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, and no later than ten (10) days following the date of this Agreement in the case of filings under the HSR Act, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) cause the conditions to the Merger set forth obtain all required consents, approvals or waivers from, or participation in Article VII to be satisfied; other discussions or negotiations with, third parties, including as required under any Material Contract, and (ii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice or as are required to obtain any other Required Antitrust Approvals; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and to the extent practicable, each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authorities that are necessary to consummate Entity in connection with the Merger and the other transactions contemplated by this Agreement; . In exercising the foregoing rights, each of Parent and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement shall act reasonably and as promptly as practicable. Subject to applicable Law and the consummation instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby so hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to maintain such transactions, and, to the extent practicable under the circumstances, shall provide the other party and preserve its counsel with the benefits under such Material Contracts following the consummation opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracthereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Aruba Networks, Inc.)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other handParent and Merger Sub shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto Parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicableOffer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including using reasonable best efforts toany extensions thereof) as soon as practicable after the date of this Agreement, in all cases subject to Section 6.2: (iiii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Article VII Section 6.1 to be satisfied; satisfied as promptly as practicable after the date of this Agreement, (iiiv) obtain all necessary actions or non-actionsobtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, consents, approvals, authorizations or orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary required to consummate the Merger and the other transactions contemplated be obtained by this Agreement; and (iii) obtain all necessary Parent or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby so hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to maintain this Agreement, the Offer and preserve the benefits Merger as required under such Material Contracts following the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.), Agreement and Plan of Merger (Salix Pharmaceuticals LTD)
Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of, and other than as expressly contemplated by, this Agreement, each of the Parent and Acquisition SubParties, on the one hand, and (without limiting the rights of Partnership and the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the CompanyGeneral Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or otherwise the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Partnership Interests beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter, and to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing as promptly as practicable all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfiednotifications, notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations Permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under defend any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with Proceedings challenging this Agreement and or the consummation of the transactions contemplated hereby so as by this Agreement or seek to maintain and preserve have lifted or rescinded any injunction or restraining order or other order adversely affecting the benefits under such Material Contracts following ability of the consummation of parties to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary hereincontrary, the Company (A) no party hereto nor its Affiliates shall be obligated pursuant to this Section 6.3 to offer or commit or consent to take or refrain from taking any action pursuant to any request or requirement of any Governmental Authority that involves (i) making any divestiture or disposition of any portion of any business or assets or (ii) accepting or entering any consent decree or hold separate order and (B) this Section 6.3 shall not be required to (nor without limit the prior consent ability of Parent shall itto enter into or effect any acquisition (whether by purchase or merger or otherwise) or disposition approved by the Parent Board so long as such acquisition or disposition is not reasonably expected to prohibit, prevent or shall it agree to) pay in any consent material respect hinder, impede or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or delay the ability of the parties to satisfy any amendments, supplements or other modifications of the conditions to (or waivers of) the existing terms of any Contract), or the provision consummation of additional security (including a guaranty) to obtain the consent, waiver Merger or approval of any Person under any Contractthe other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rattler Midstream Lp), Agreement and Plan of Merger (Rattler Midstream Lp)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, and except where a different standard of effort is provided in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, parties hereto shall use (and cause its affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining all necessary actions or non-actionsnonactions, waivers, consents and approvals, including the Wendy’s Approvals and the Triarc Approvals, from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including the issuance or reissuance of any and all required state, country or local licenses or permits required for the operation of Wendy’s and Triarc’s business as currently conducted, (ii) obtaining all necessary consents, approvalsapprovals or waivers from third parties, orders (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and authorizations from Governmental Authorities the other transactions contemplated by this Agreement and make all necessary registrations, declarations (iv) executing and filings with Governmental Authorities that are delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that notwithstanding anything to the contrary contained herein, it is understood and (iii) obtain all necessary or appropriate consentsagreed that prior to the Effective Time, waivers and approvals under any Material Contracts to which unless Wendy’s has obtained the Company prior written consent of Triarc, in no event shall Wendy’s or any of its Subsidiaries is a pay or commit to pay any fee, penalty or other consideration in excess of $25,000 individually or $2,000,000 in the aggregate to any landlord or other third party in connection with this Agreement and to obtain any consent, approval or waiver required for the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person Merger under any Wendy’s Real Property Lease or Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Triarc Companies Inc), Agreement and Plan of Merger (Wendys International Inc)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall each use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other party or parties hereto in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders and authorizations from Governmental Authorities and make all necessary registrationsrequired to be obtained by the Company, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company Parent or any of its their respective Subsidiaries is a party in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby so as hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to maintain this Agreement and preserve the benefits Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such Material Contracts following filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding anything No parties to this Agreement shall consent to any voluntary delay of the contrary hereinClosing at the behest of any Governmental Entity beyond the Termination Date without the consent of the other parties to this Agreement, the Company which consent shall not be required unreasonably withheld. Without limiting this Section 6.8, Parent agrees to (nor without take, or to cause to be taken, any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the condition to the Closing regarding expiration of the waiting period under the HSR Act to be satisfied no later than five days prior to the Termination Date, including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent shall it(or its Subsidiaries) or the Company or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or shall it agree totheir ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) pay or the Company, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any consent injunction, temporary restraining order, or other similar feeorder in any suit or proceeding, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentswhich would otherwise have the effect of preventing the Closing. Notwithstanding the foregoing, supplements or other modifications the obligations of this Section 6.8 shall not apply to (or waivers of) the existing terms each of any Contract)Parent and Sub if compliance with this Section 6.8 would result in, or would reasonably be expected to result in, a material adverse effect on the provision combined business of additional security (including a guaranty) to obtain Parent and the consent, waiver Surviving Corporation at or approval of any Person under any Contractafter the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RenPac Holdings Inc.), Agreement and Plan of Merger (Pactiv Corp)
Reasonable Best Efforts. Upon the terms (a) Subject to Sections 6.3(b) and subject to the conditions set forth in this Agreement6.3(c) hereof, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Buyer and the Acquisition Sub shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner transactions contemplated hereby as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions obtaining from any Governmental Authority or non-actionsany other third party any consents, licenses, permits, waivers, consents, approvals, authorizations, clearances, or orders and authorizations from Governmental Authorities and make all necessary registrationsrequired to be obtained or made by the Company, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company Buyer or any of its their respective Subsidiaries is a party (including the Acquisition Sub) in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby so as hereby; and (ii) making all necessary filings, and thereafter making any other required submissions, with respect to maintain this Agreement and preserve the benefits Merger required under such Material Contracts following (A) the consummation of Securities Act and the transactions contemplated by Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder and (C) any other applicable Law; provided, however, that nothing in this Agreement. Notwithstanding anything Agreement shall require the Buyer and the Acquisition Sub to the contrary herein, (and the Company shall not be required to (nor without the prior consent of Parent shall itnot) become subject to, or shall it agree to) pay any consent or other similar feeagree to or otherwise take any action with respect to, “profit sharing” any requirement, condition, understanding, agreement or other similar payment order of a Governmental Authority to sell, to divest, to hold separate or other consideration (including increased rent otherwise dispose of, or other similar payments to conduct, restrict, operate, invest or otherwise change assets or businesses of the Company, the Buyer, or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttheir subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walgreen Co), Agreement and Plan of Merger (I Trax Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent Cyclone and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Hurricane shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) the taking of all acts necessary to cause the conditions to the Merger set forth in Article VII Closing to be satisfied; satisfied as promptly as practicable, (ii) obtain preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary actions or non-actionsfilings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (iii) obtaining and maintaining all approvals, consents, waivers, consentslicenses, approvalsorders, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations, clearances and filings with other confirmations required to be obtained from any Governmental Authorities Authority or other Third Party that are necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that in no event shall any party be required by this Section 8.01 or any other provision of this Agreement (iiii) obtain all necessary to enter into any settlement, undertaking, consent decree, stipulation or appropriate consentsagreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) to divest or otherwise hold separate (including by establishing a trust or otherwise), waivers and approvals under or take any Material Contracts other action (or otherwise agree to which do any of the Company or foregoing) with respect to any of its Subsidiaries is a party or any of their respective Affiliates’ businesses, assets or properties in connection with any such case in (i) or (ii) that would reasonably be expected to (x) materially and adversely diminish the benefits expected to be derived by the parties on the date of this Agreement from the combination of Hurricane and Cyclone via the consummation Merger (such combined business to be taken as a whole), in such a manner that such party would not have entered into this Agreement in the face of such materially and adversely diminished benefits or (y) otherwise have a Material Adverse Effect after the Effective Time on Hurricane and its Subsidiaries (including the Surviving Corporation), taken as a whole, ignoring for this purpose only clause (vi) of the transactions contemplated hereby so definition of Material Adverse Effect insofar as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything it relates to the contrary herein, matters under consideration with respect to the Company shall not be required to applicable provision of this Agreement (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration as described in this clause (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contracty), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract“Regulatory Material Adverse Effect”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cytyc Corp), Agreement and Plan of Merger (Hologic Inc)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall each use its their reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other party or parties hereto in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, authorizations, licenses, permits or orders and authorizations from Governmental Authorities and make all necessary registrationsrequired to be obtained by the Company, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company Parent or any of its their respective Subsidiaries is a party in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following obtain from third parties all waivers, consents, approvals and authorizations that are necessary or advisable in connection with the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) any applicable competition, antitrust or investment Laws and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and give the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding anything No parties to this Agreement shall consent to any voluntary delay of the contrary hereinClosing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, the Company which consent shall not be required unreasonably withheld. Without limiting this Section 6.11, Parent agrees to take, or to cause to be taken, any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (nor without and in any event, no later than the prior Outside Date), including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent shall it(or its Subsidiaries) or the Surviving Company or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or shall it agree totheir ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) pay or the Surviving Company, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any consent injunction, temporary restraining order, or other similar feeorder in any suit or proceeding, “profit sharing” which would otherwise have the effect of preventing or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) delaying the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in (1) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all cases subject documentation to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain effect all necessary actions or non-actionsFilings and (2) obtaining and maintaining all licenses, waiversauthorizations, permits, consents, approvals, orders clearances, variances, exemptions and authorizations other confirmations required to be obtained from any Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities Authority or other Third Party that are necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement (which shall include using its reasonable best efforts to contest any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court challenging, seeking to enjoin, restrain, prevent, prohibit or make illegal the Offer, the acceptance for payment of or payment for some or all of the Shares by Parent or Merger and Subsidiary or the consummation of the Merger or the other transactions contemplated hereby, or seeking damages or to impose any terms or conditions in connection with the Offer, the Merger or the other transactions contemplated hereby or (ii) order, writ, decree, judgment, award, injunction or ruling that has been entered by this Agreementa federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal the Offer, the acceptance for payment of or payment for some or all of the Shares by Parent or Merger Subsidiary or the consummation of the Merger or the other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Offer, the Merger or the other transactions contemplated hereby); provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (A) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking, causing to be taken or refraining from taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties, or (B) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, except, in the case of the preceding clause (A) or (B), to the extent such action or actions would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries and Parent and its Subsidiaries, taken as a whole; provided that, for such purposes, (1) impacts on the synergies expected to be realized from the Offer and the Merger will be taken into account and (iii2) obtain all necessary or appropriate consentsimpacts on Parent, waivers and approvals under any Material Contracts to which the Company or any of its their respective Subsidiaries will be aggregated. The Company (x) shall not take or agree to take any action identified in clause (A) or (B) of the preceding sentence (any such action, a “Burdensome Condition”) without the prior written consent of Parent and (y) if so requested by Parent, shall use reasonable best efforts to take any Burdensome Condition provided that such Burdensome Condition is a party in connection with this Agreement and conditioned on the consummation of the transactions contemplated hereby so as Offer and does not reduce the Offer Price or the Merger Consideration. Parent and Merger Subsidiary shall not take any action or agree to maintain and preserve the benefits under such Material Contracts following the consummation take any action (including by acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent assets of Parent shall itor equity in, or shall it agree to) pay by any consent or other similar feemanner, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms business of any Contract)Third Party) which is reasonably likely to prevent the obtaining of, or the provision of additional security (including a guaranty) to obtain the any authorization, consent, waiver order, declaration or approval of any Person under Governmental Authority, or expiration or termination of the applicable waiting period under, any ContractCompetition Law by the End Date or delay such obtaining, expiration or termination to a date after the End Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire Pharmaceutical Holdings Ireland Ltd.), Agreement and Plan of Merger (NPS Pharmaceuticals Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to the Merger set forth in Article VII to be satisfied; effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain obtaining and maintaining all necessary actions or non-actions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations required to be obtained from any Governmental Authorities Authority or other third party that are necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of Parent shall not be deemed to require Parent to, and, without the prior written consent of Parent, the Company shall not, (A) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (B) sell, divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing), in each case of clauses (A) and (B), (1) with respect to any of Parent’s or its Subsidiaries’ businesses, assets or properties or (2) with respect to any of the Company’s or its Subsidiaries’ businesses, assets or properties, unless, in the case of this clause (2) only, such action would not reasonably be expected to be, individually or in the aggregate, adverse in any material respect to the Company and its Subsidiaries, taken as a whole. Each of Parent and the Company shall (i) cooperate in all respects and consult with each other in connection with filings, including by allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, Governmental Authorities, by promptly providing copies to the other party of any such written communications and (iii) obtain all necessary permit the other party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or appropriate consentsconference with Governmental Authorities, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinextent not prohibited by a Governmental Authority, give the Company shall not be required other party the opportunity to (nor without the prior consent of Parent shall it, or shall it agree to) pay attend and participate in any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractin-person meetings with that Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (inContact, Inc.), Agreement and Plan of Merger (NICE Ltd.)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall each use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other party or parties hereto in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders and authorizations from Governmental Authorities and make all necessary registrationsrequired to be obtained by the Company, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company Parent or any of its their respective Subsidiaries is a party in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby so hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made under the HSR Act within ten days after the date of this Agreement and under any applicable competition, antitrust or investment Laws of jurisdictions other than the United States as promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to maintain be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and preserve of any material communication received or given in connection with any proceeding by a private party, in each case relating to the benefits under transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such Material Contracts following meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding anything No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Without limiting this Section 6.9, Parent agrees to take, or to cause to be taken, any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the contrary hereinMerger so as to enable the Closing to occur as soon as reasonably possible (and in any event, no later than the Termination Date), including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Notwithstanding the foregoing, the Company shall not be required obligated to (nor without use its reasonable best efforts or take any action pursuant to this Section 6.9 if in the prior consent opinion of Parent shall itits board of directors after consultation with its counsel such actions would be inconsistent with the directors’ fiduciary duties to the Company’s shareholders under, or shall it agree to) pay any consent or other similar feeotherwise violate, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractapplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (J.M. Tull Metals Company, Inc.), Agreement and Plan of Merger (Ryerson Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto Party in doing, all things reasonably that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using its reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) cause the conditions to the Merger set forth obtain all required consents, approvals or waivers from, or participation in Article VII to be satisfiedother discussions or negotiations with, third parties, including as required under any Parent Material Contract or Company Material Contract (as applicable); (ii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain all approvals or waivers from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with Governmental Authorities that are necessary to consummate the Merger United States Federal Trade Commission and the other transactions contemplated by this AgreementAntitrust Division of the United States Department of Justice; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consentsto consummate the Transactions and fully to carry out the purposes of this Agreement; provided, waivers and approvals under any Material Contracts to which however, that neither the Company or nor any of its Subsidiaries is a party shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with this Agreement obtaining any consent without the prior written consent of Parent. Each of Parent and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required furnish to (nor without the prior consent other Party such information as such other Party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each of Parent and the Company shall ithave the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, respectively, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Transactions. In exercising the foregoing rights, each of Parent and the Company shall it agree to) pay act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any consent Governmental Entity, Parent and the Company shall keep one another reasonably apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other similar feewritten communications received by Parent and the Company, “profit sharing” as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to the Transactions, and, to the extent practicable under the circumstances, shall provide the other Party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) inquiry in connection with the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parsley Energy, Inc.), Agreement and Plan of Merger (Pioneer Natural Resources Co)
Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable Law, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of effective the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party’s obligation to consummate such transactions specified in Article VIII to be fully satisfied. Notwithstanding anything Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Commission of the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (ii) using all reasonable best efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Authority or other Person; (iii) filing all pre-merger notification and report forms, if any, required (x) under the HSR Act (y) by the antitrust laws of the United Kingdom and (z) pursuant to such other antitrust Laws of the European Union and other Governmental Authorities that may be applicable (the HSR Act and any applicable antitrust Laws of the United Kingdom, the European Union and other Governmental Authorities being referred to herein as the “Antitrust Laws”) and, in each case responding to any requests for additional information made by any Governmental Authority pursuant to the contrary hereinAntitrust Laws and HSR Act; (iv) using all reasonable best efforts to cause to be lifted any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Sections 8.2(d) and 8.3(c); (v) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates to, and making all applications and filings with, any Governmental Authority or other Person as may be necessary or reasonably requested in connection with any of the Company foregoing; and (vi) in general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction, or causing to be rescinded or rendered inapplicable any statute, rule or regulation, referred to in clause (ii) or (iv) of this sentence, no party shall not be required to pay any consideration (nor without the prior consent other than customary filing and similar fees), to divest itself of Parent shall itany of, or shall it otherwise rearrange the composition of, its assets or to agree to) pay to any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments of the foregoing or any amendmentsother condition or requirement that limits, supplements restricts or other modifications to (otherwise imposes requirements on the existence or waivers of) operations of the existing terms parties or any of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttheir respective Affiliates.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Liberate Technologies), Asset Purchase Agreement (Liberate Technologies)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall Parent and Merger Sub will use (and cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in effective the most expeditious manner practicableOffer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties and all consents, orders approvals and authorizations waivers from Governmental Authorities third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Offer, the Merger, this Agreement or the transactions contemplated by this Agreement (it being understood that the failure to receive any such consents, approvals or waivers will not be a condition to Parent’s and make all necessary registrationsMerger Sub’s obligations hereunder), declarations and filings with Governmental Authorities that are (iii) the execution and delivery of any additional instruments necessary to consummate the Offer or the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consentsprovided, waivers and approvals under any Material Contracts to which however, that in no event will the Company or any of its Subsidiaries is a be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following for any consent or approval required for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person Agreement under any ContractContract or to incur any material cost or expense in the performance hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HD Supply Holdings, Inc.), Agreement and Plan of Merger (Home Depot, Inc.)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall each use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other party or parties hereto to this Agreement in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfiedContemplated Transactions; (ii) obtain all necessary actions or from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrationspermits or Orders required to be obtained by the Company, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company Parent or any of its their respective Subsidiaries is a party in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby so as Contemplated Transactions; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to maintain this Agreement and preserve the benefits Merger required under (A) any applicable federal or state securities Laws and (B) any other applicable Law; provided, that the Company, on the one hand, and Parent, on the other hand, will cooperate with each other in connection with the making of all such Material Contracts following filings, including providing copies of all such filings and attachments to outside counsel(s) for the non-filing Party and including the timing of the initial filings; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions; (v) keep the other Party promptly (and in any event within three days) informed in all material respects of any material communication received by such Party from, or given by such Party to, any Governmental Entity and of any material communication received or given in connection with any Legal Proceeding by a private party, in each case relating to the Contemplated Transactions; (vi) permit the other Party to review any material communication (and considering the other Party’s reasonable comments thereto) delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Entity relating to the Contemplated Transactions or in connection with any Legal Proceeding by a private Third Party relating thereto, and giving the other Party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private Third Party); (vii) avoid the entry of, or have vacated or terminated, any decree, Order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated by Contemplated Transactions, including defending any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement. Notwithstanding anything Agreement or the consummation of the Contemplated Transactions; and (viii) execute and deliver any additional instruments necessary to consummate the Contemplated Transactions; provided, that in no event shall any of the Acquired Companies, prior to the contrary hereinEffective Time, the Company shall not be required to (nor without the prior consent of Parent shall itpay or agree to pay any fee, penalty or shall it agree to) pay other consideration to any Third Party for any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) approval required for the existing terms consummation of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person Contemplated Transactions under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entasis Therapeutics Holdings Inc.), Agreement and Plan of Merger (Innoviva, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on parties hereto shall cooperate with the other hand, parties and use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing promptly and fully all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all necessary actions or non-actionsapprovals, consents, registrations, waivers, consentspermits, approvalsauthorizations, orders and authorizations other confirmations from any Governmental Authorities Entity or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) execute and make all necessary registrations, declarations and filings with Governmental Authorities that are deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; Agreement and (iiiiv) obtain all necessary defend or appropriate consentscontest in good faith any Action brought by a third party that could otherwise prevent or impede, waivers and approvals under interfere with, hinder or delay in any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following material respect the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to , in the contrary herein, the Company shall not be required to case of each of clauses (nor without the prior consent of Parent shall it, or shall it agree toi) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration through (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractiv), or other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Regulatory Laws, which are the provision subject of additional security (including a guarantySection 6.03(c) to obtain the consent, waiver or approval of any Person under any Contractand Section 6.03(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Health Systems Inc), Agreement and Plan of Merger (Health Management Associates, Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law Laws or otherwise pursuant to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions any contract or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary agreement to consummate the Merger and the other transactions contemplated by Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions, (ii) taking all steps as may be necessary, subject to the limitations in this Agreement; Section 7.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals and (iii) obtain all executing and delivering any additional instruments reasonably necessary or appropriate consentsadvisable to consummate the Merger and the Transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, waivers and approvals under that, notwithstanding anything to the contrary in this Agreement, no party will have any Material Contracts obligation (A) to which propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the Company sale, divestiture or other disposition of any material portion of the assets or businesses of such party, any of its Subsidiaries is a party or their Affiliates or (B) otherwise to take or commit to take any actions that would limit in connection any material respect the freedom of such party, its subsidiaries or their Affiliates with this Agreement respect to, or their ability to retain, one or more of their businesses, product lines or assets; provided, further, that the Company and the consummation its Subsidiaries shall not take any of the transactions contemplated hereby so as actions referred to maintain and preserve in the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to proceeding proviso (or waivers ofagree to take such actions) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the without Parent’s prior written consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capstead Mortgage Corp), Agreement and Plan of Merger (Benefit Street Partners Realty Trust, Inc.)
Reasonable Best Efforts. Upon (a) To the terms extent permitted by applicable Law, and subject to the terms and conditions set forth in of this AgreementAgreement (including Section 7.01(b)), each of Parent and Acquisition Subthe Company, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 Parent and Section 6.5) the CompanyMerger Sub, on the other hand, shall, and shall cause their respective Subsidiaries to, use its their reasonable best efforts (i) to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in the taking of all cases subject acts necessary to Section 6.2: (i) cause the conditions to the other party’s (viewing Parent and Merger Sub together) obligation to close set forth in Article VII 8 to be satisfied; satisfied as promptly as practicable and in any event, by or before the End Date (but, for the avoidance of doubt, nothing in this Section 7.01(a) will require any party to waive any such condition to such party’s obligation to close set forth in Article 8), (ii) to obtain all necessary actions or non-actions, waivers, consents, approvals, orders orders, authorizations and authorizations Permits from Governmental Authorities Authorities, cause the expiration or termination of any applicable waiting periods and make all necessary registrations, declarations and filings with any Governmental Authorities Authorities, in each case, that are may be necessary to consummate the Merger and the other transactions contemplated by this Agreement; and or advisable under applicable Laws, (iii) to obtain all necessary or appropriate actions, consents, approvals or waivers from, and approvals the giving of all required notices to, Third Parties under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Merger) so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by hereby (including the Merger), and (iv) to execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Reasonable Best Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things things, that are reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2the following: (i) the taking of acts necessary to cause the conditions to the Merger precedent set forth in Article VII VI to be satisfied; (ii) obtain all the obtaining of necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all Entities, the making of necessary registrations, declarations declarations, submissions and filings (including registrations, declarations, and filings with Governmental Authorities that are Entities, if any) and the taking of steps necessary to consummate the Merger and the other transactions contemplated avoid any suit, claim, action, investigation or proceeding by this Agreementany Governmental Entity; and (iii) obtain all necessary the defending of any suits, claims, actions, investigations or appropriate consentsproceedings, waivers whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and approvals under seeking to have vacated or otherwise lifted or removed any Material Contracts order, decree or ruling that has been issued or granted and has the effect of restraining, enjoining or otherwise prohibiting the Merger; (iv) the entry into supplemental indentures if and as required pursuant to any Contract to which the Company or any of its Subsidiaries is a party in connection or to which the Company or any of its subsidiaries are bound, with this Agreement effect as of or after the Effective Time; and (v) the consummation execution or delivery of any additional instruments necessary to consummate the transactions contemplated hereby so as by, and to maintain fully carry out the purposes of, this Agreement. In connection with and preserve without limiting the benefits under such Material Contracts following foregoing, the consummation Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement. Notwithstanding anything , use reasonable best efforts to ensure that the contrary hereinMerger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solectron Corp), Agreement and Plan of Merger (Flextronics International Ltd.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions, the Offer and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement to be consummated as promptly as reasonably practicable on the terms and subject to the conditions hereof. Without limiting the foregoing, including using (i) each of the Company, Parent and Merger Sub shall file within five (5) Business Days any required submissions under the HSR Act, and use its reasonable best efforts (A) to furnish information required in connection with such submissions under the HSR Act (including responding to any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable), (B) to obtain early termination of the waiting period under the HSR Act, (C) to keep the other parties reasonably informed with respect to the status of any such submissions under the HSR Act, including with respect to, in all cases subject to Section 6.2: (i1) cause the conditions receipt of any non-action, action, clearance, consent, approval or waiver, (2) the expiration of any waiting period, (3) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under the HSR Act, the Federal Trade Commission Act, as amended (the “FTC Act”), the Xxxxxxx Act of 1914, as amended (the “Xxxxxxx Act”), or the Xxxxxxx Antitrust Act of 1890, as amended (the “Xxxxxxx Act”) and (4) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, the FTC Act, the Xxxxxxx Act or the Xxxxxxx Act with respect to this Agreement, the Offer, the Merger set forth in Article VII or the other transactions contemplated hereby and (D) to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvalsclearances and approvals from any Governmental Entity and (ii) the Company, orders Parent and authorizations Merger Sub shall cooperate with one another: (A) in promptly determining whether any filings are required to be or should be made or any consents, approvals or waivers are required to be or should be obtained from Governmental Authorities and make all necessary registrationsother parties to loan agreements or other Contracts or instruments that the Company is a party to or related to the Company’s business in connection with this Agreement, declarations and filings with Governmental Authorities that are necessary to consummate the Offer, the Merger and or the other transactions contemplated by this Agreement; hereby and (iiiB) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all necessary or appropriate timely any such consents, waivers and permits, approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractwaivers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Cadence Pharmaceuticals Inc)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (ia) the taking of all acts necessary to cause the conditions to the Merger set forth in Article VII Closing to be satisfied; satisfied as promptly as practicable, (iib) obtain the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities that are Authorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Authority, (c) the obtaining of all necessary consents, approvals or waivers from third parties and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the first sentence of this Section 6.03, each of the Company and the Company Board and Parent and the Parent Board shall (i) take no action to cause any state takeover statute or similar statute or regulation to become applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement; and . Notwithstanding the foregoing or anything else to the contrary in this Agreement, nothing shall be deemed to require Parent to (iiiA) obtain all necessary agree to, or appropriate consentsproffer to, waivers and approvals under divest or hold separate any Material Contracts to which assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any of its Subsidiaries, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their respective Affiliates may carry on business in any part of the world or (D) agree to any terms or conditions that would impose any obligations on Parent or any of its Subsidiaries is a party in connection with this Agreement and or, assuming the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinMerger, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentsof its Subsidiaries, supplements to maintain facilities, operations, places of business, employment levels, products or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractbusinesses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Retirement Corp), Agreement and Plan of Merger (Brookdale Senior Living Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of, and other than as expressly contemplated by, this Agreement, each of the Parent and Acquisition SubParties, on the one hand, and (without limiting the rights of Partnership and the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the CompanyGeneral Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingall things, all things reasonably necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or otherwise the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units, the General Partner Interest and the Special General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter, and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts topreparing and filing as promptly as practicable all documentation to effect all necessary filings, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfiednotifications, notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations Permits, authorizations and filings with other confirmations from any Governmental Authorities that are necessary Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; Agreement and (iii) obtain all necessary or appropriate consents, waivers and approvals under defend any Material Contracts to which the Company or Proceedings brought by any of its Subsidiaries is a party in connection with Governmental Authority challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following or the consummation of the transactions contemplated by this Agreement. Notwithstanding anything Agreement or seek to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, have lifted or shall it agree to) pay rescinded any consent injunction or restraining order or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications order adversely affecting the ability of the parties to (or waivers of) consummate the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Holly Energy Partners Lp), Agreement and Plan of Merger (HF Sinclair Corp)
Reasonable Best Efforts. Upon the terms and subject (a) Prior to the conditions set forth in this Agreementtermination of the Merger Agreement or the Closing, each of Parent and Acquisition Sub, on the one handTD Bank shall, and shall cause its Affiliates (without limiting the rights which for purposes of the Company specifically provided under Section 6.2this letter agreement shall exclude TD Ameritrade and its Subsidiaries and controlled Affiliates) to, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with obtain the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger approvals set forth in Article VII Section 2 and any other approvals it or its Affiliates are required to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement the Transactions (the approvals set forth in Section 2 and such other approvals collectively, the consummation “Regulatory Approvals”). In furtherance and not in limitation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation foregoing, in connection with obtaining any of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary hereinRegulatory Approvals, the Company TD Bank, its Affiliates and its Subsidiaries shall not be required under any provision of this letter agreement to (nor without i) propose, negotiate, commit to or effect, by consent decree, hold separate orders or otherwise, the prior consent of Parent shall itsale, divesture, disposition, or shall it agree to) pay license of any consent assets, properties, products, rights, services or other similar feebusinesses of TD Bank, “profit sharing” its Subsidiaries or other similar payment or other consideration (including increased rent or other similar payments its Affiliates, or any amendmentsinterest therein, supplements or agree to any other modifications structural or conduct remedy, (ii) otherwise take or commit to take any actions that would limit TD Bank’s, its Subsidiaries or its Affiliates’ freedom of action with respect to, or its or their ability to retain, any assets, properties, products, rights, services or businesses of TD Bank, its Subsidiaries or its Affiliates, or any interest or interests therein; (iii) take any action that would result in (A) TD Bank being deemed to “control” Schwab as that term is interpreted by the Federal Reserve Board under the BHC Act or waivers ofHOLA or (B) Schwab being deemed to be in “control” of any of the TD Subsidiary Banks as that term is interpreted by the Federal Reserve Board under the BHC Act or HOLA or (iv) agree to do any of the foregoing, in each case of clauses (i), (ii) and (iv), if such action would reasonably be expected to have a material adverse effect on TD Bank and its Subsidiaries, taken as a whole, in each case measured on a scale relative to the size of TD Ameritrade and its Subsidiaries, taken as a whole (any of the actions described in this proviso, other than proposing or negotiating (but not committing to or effecting) the existing terms actions as set forth in clause (i) of any Contractthis proviso, a “Burdensome Condition”); provided that this sentence shall not apply with respect to the Noncontrol Determinations, or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.which shall be governed solely by Section 3(b)
Appears in 2 contracts
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent and Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper actions that are necessary or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including filing within ten (10) Business Days any required submissions under the HSR Act and using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) cause filing any required submissions as soon as is reasonably practicable under any Foreign Antitrust Law which Parent determines should be made, in each case, with respect to this Agreement, the conditions to Offer, the Merger set forth in Article VII to be satisfied; and the other transactions contemplated hereby, (ii) obtain furnishing information required in connection with such submissions under the HSR Act or any Foreign Antitrust Law (including responding to any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable), (iii) keeping the other parties reasonably informed with respect to the status of any such submissions under the HSR Act or any Foreign Antitrust Law, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, administrative or judicial action or proceeding or Legal Proceeding under the HSR Act, the Federal Trade Commission Act, as amended (the “FTC Act”), the Xxxxxxx Act of 1914, as amended (the “Xxxxxxx Act”), the Xxxxxxx Antitrust Act of 1890, as amended (the “Xxxxxxx Act”) or any Foreign Antitrust Law and (D) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, the FTC Act, the Xxxxxxx Act, the Xxxxxxx Act or any Foreign Antitrust Law with respect to this Agreement, the Offer, the Merger or the other transactions contemplated hereby and (iv) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity. The Company, Parent and Purchaser shall use their reasonable best efforts to cooperate with each other: (1) in promptly determining whether any filings are required to be or should be made or consents, approvals, orders and permits or authorizations are required to be or should be obtained under any other supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from Governmental Authorities and make all necessary registrationsother parties to loan agreements or other Contracts material to the Company’s business in connection with this Agreement, declarations and filings with Governmental Authorities that are necessary to consummate the Offer, the Merger and or the consummation of the other transactions contemplated by this Agreement; hereby and (iii2) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all necessary or appropriate timely any such consents, waivers and permits, authorizations, approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party waivers. Parent shall be responsible for all filing fees in connection with this Agreement and the consummation of the transactions contemplated hereby so as filings determined to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without by the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments parties under the HSR Act or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractForeign Antitrust Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ignyta, Inc.), Agreement and Plan of Merger (Roche Holding LTD)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things actions that are reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicableMerger, the Merger Share Issuance, the Charter Amendment and the other transactions contemplated by this Agreement (other than waiving any conditions to Closing set forth in Article VI), including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from non-Governmental Entity third parties necessary, proper or advisable to consummate and make effective the Merger, the Share Issuance and the Charter Amendment and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, clearances, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings with Governmental Authorities that are with, and take all steps as may be necessary to consummate the Merger and the other transactions contemplated by this Agreement; avoid any Action by, any Governmental Entity, and (iii) obtain all necessary execute and deliver any additional instruments, in each case as necessary, proper or appropriate consents, waivers and approvals under any Material Contracts advisable to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated hereby so as and fully to maintain and preserve carry out the benefits under such Material Contracts following the consummation purposes of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein; provided, the Company however, in each case that, no party shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment penalty or other consideration (including increased rent to any Governmental Entity or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms third party in respect of any Contract)such consents, approvals or waivers. Each of the provision parties hereto shall furnish to each other party such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing and will cooperate in responding to any inquiry from a Governmental Entity, including promptly (and in no event later than two (2) Business Days) informing the other party of additional security (including such inquiry, consulting in advance before making any presentations or submissions to a guaranty) Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications with any Governmental Entity with respect to obtain the consent, waiver or approval of any Person under any Contractthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HRG Group, Inc.), Agreement and Plan of Merger (Spectrum Brands Holdings, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that nothing in this Agreement shall obligate Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time in accordance with this Agreement or as required by applicable law). Without limiting the foregoing, (i) each of the Company, Parent and (iii) obtain all necessary or appropriate consentsPurchaser shall use its reasonable best efforts to make promptly any required submissions under the HSR Act, waivers and approvals any submissions under any Material Contracts other applicable foreign antitrust or competition laws of jurisdictions other than the United States that are required to be made or which the Company or any of its Subsidiaries is a party and Parent mutually agree should be made, in connection each case, with this Agreement respect to the Offer, the Merger and the consummation of the transactions contemplated hereby so as and (ii) Parent, Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to maintain and preserve be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other supranational, national, federal, state or local law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the benefits under such Material Contracts following Company’s business in connection with the consummation of the transactions contemplated by this Agreement. Notwithstanding anything Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to the contrary hereinobtain timely any consents, permits, authorizations, approvals or waivers required to be made or which the Company shall not and Parent mutually agree should be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contractmade.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Claymont Steel Holdings, Inc.), Agreement and Plan of Merger (Evraz Group S.A.)
Reasonable Best Efforts. Upon Subject to the terms and subject to of this Agreement (including the conditions limitations set forth in this AgreementSection 6.01 and in Section 6.02), each of Parent Seller and Acquisition Sub, on the one handCompany shall, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on shall cause the other handCompany Entities to, shall use its their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger Closing set forth in Article VII Section 2.01 to be satisfied; provided that, notwithstanding the provisions of this Section 6.01, neither Seller nor any Company Entity will be required to (iia) obtain all necessary actions expend any money to remedy any breach of any representation or non-actionswarranty hereunder, waivers(b) commence any litigation or arbitration proceeding, consents(c) waive or surrender any right or modify any agreement (including any Material Contract), approvals(d) offer or grant any accommodation or concession (financial or otherwise) to any Person, orders (e) make any payment to any Person, (f) subject to the Company's and authorizations from Governmental Authorities Seller’s compliance with Section 6.02 and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate except for the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under contemplated by Section 2.01(f), obtain any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and consent required for the consummation of the transactions contemplated hereby so as hereby, (g) waive or forego any right, remedy or condition hereunder, or (h) provide financing to maintain and preserve the benefits under such Material Contracts following Purchasers for the consummation of the transactions contemplated hereby; provided, further, that nothing in the foregoing proviso shall waive or modify any of the conditions to Purchasers’ obligations set forth in Section 2.01. Upon the satisfaction of the conditions to the obligations of Purchaser1 and Seller to consummate the transactions contemplated by the IP APA and if OTBA is ready, willing and able to perform its obligations under, and consummate the transactions contemplated by, the IP APA, Purchaser1 shall, and Seller shall and shall cause Truco Enterprises to, consummate the closing of the transactions contemplated by the IP APA contemporaneously with the Closing pursuant to this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Utz Brands, Inc.), Stock Purchase Agreement (Utz Brands, Inc.)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, or desirable to consummate the transactions contemplated by this Agreement; (iii) to the extent proper and advisable, participating and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority relating to consummate and make effective, this Agreement or the transactions contemplated hereby; (iv) in the most expeditious manner practicable, event that the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) issues a Request for Additional Information and Documentary Material (a “Second Request”) under the HSR Act in relation to the Merger and the other transactions contemplated by this Agreement, taking such measures as may be reasonably necessary to limit the scope of such Second Request, certifying substantial compliance with such Second Request and otherwise responding to and seeking to resolve any requests for information, documents, data or testimony made by the FTC or the DOJ under the HSR Act; (v) securing clearance under all applicable Competition Laws (including using reasonable best efforts to, in all cases subject to Section 6.2: (ithe expiration or termination of any applicable waiting period thereunder) cause the conditions to of the Merger set forth in Article VII and the other transactions contemplated by this Agreement by the Termination Date; and (vi) preventing the entry of, and having vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order relating to be satisfied; (ii) obtain all necessary actions any applicable Competition Law that would prevent, prohibit, restrict or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate delay the consummation of the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that in no event shall the Company, Parent or Merger Subsidiary be required by this Section 8.01 or any other provision of this Agreement (iiiA) obtain all necessary to enter into any settlement, undertaking, consent decree, stipulation or appropriate consentsagreement with any Governmental Authority in connection with the transactions contemplated hereby or (B) to divest or otherwise hold separate (including by establishing a trust or otherwise), waivers and approvals under or take any Material Contracts other action (or otherwise agree to which do any of the foregoing) in the case of either of the foregoing clauses (A) or (B) with respect to any of the material businesses, assets or properties of Parent or the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttheir respective material Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsi Bottling Group Inc), Agreement and Plan of Merger (Pepsico Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts toto accomplish the following, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, orders and authorizations expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings with Governmental Authorities that are and the taking of all steps as may be necessary to consummate obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties and cooperating with the other party to obtain any consents or waivers reasonably requested by such other party in connection with the consummation of the Merger and the other transactions contemplated by this Agreement; and hereby, (iii) obtain all the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary or appropriate consentsto consummate the transactions contemplated hereby; provided, waivers and approvals under any Material Contracts to which however, that in no event shall the Company or any of its Subsidiaries is a be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party in connection with this Agreement and to obtain any consent or approval required for the consummation of the transactions contemplated hereby so as to maintain Merger under any Contract and preserve neither the benefits under such Material Contracts following the consummation Company nor any of the transactions contemplated by this Agreement. Notwithstanding anything its Subsidiaries shall commit to the contrary hereinpayment of any fee, the Company shall not be required to (nor penalty or other consideration in connection with obtaining any consent without the prior written consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/), Agreement and Plan of Merger (Dollar General Corp)
Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.10), each of Parent and Acquisition Sub, on the one handparties hereto shall, and (without limiting the rights of the Company specifically provided under Section 6.2shall cause its Subsidiaries to, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionspermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities that are Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Acquirer will take all action necessary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Target and Acquirer shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other transactions in the taking of the actions contemplated by this Agreement; clauses (i), (ii) and (iii) obtain all necessary immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or appropriate consentsparties hereto, waivers and approvals under as the case may be, of any Material Contracts to which the Company or communication from any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation Governmental Entity regarding any of the transactions contemplated by this Agreement. Notwithstanding anything If the Target or Acquirer receives a request for additional information or documentary material from any Governmental Entity with respect to the contrary hereintransactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the Company other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Acquirer nor the Target shall not be required commit to or agree (nor or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of Parent shall it, the other (such consent not to be unreasonably withheld or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractdelayed), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Merger set forth in Article VII Closing to be satisfied; satisfied as promptly as practicable, (ii) obtain the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities that are Entities) and the taking of all steps as may be necessary to consummate obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible and (iv) the obtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any Divestiture. In connection with and without limiting the foregoing, the Company and Parent shall (A) duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act and (B) duly make all notifications and other filings required (i) under the EC Merger Regulation (together with the HSR Filings, the “Antitrust Filings”) or (ii) under any other applicable competition, merger control, antitrust or similar Law that the Company and Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or other Laws, as applicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, if requested, to promptly amend or furnish additional information thereunder. Each party shall use its reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement, and to keep the other party reasonably informed with respect to the status of each clearance, approval or waiver sought from a Governmental Entity in connection with the transactions contemplated by this Agreement and the material communications between such party and such Governmental Entity. Each party shall without limitation: (1) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Entity, (3) not participate in any meeting or have any communication with any such Governmental Entity unless it has given the other an opportunity to consult with it in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate therein, (4) furnish the other with copies of all filings and communications between it and any such Governmental Entity with respect to the transactions contemplated by this Agreement, and (5) furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Such materials and the information contained therein shall be given only to the outside legal counsel of the other and will not be disclosed by such outside counsel to employees, officers, or directors of their client unless express permission is obtained in advance from the disclosing party or its legal counsel. Neither party shall, nor shall it permit any of its Subsidiaries to, acquire or agree to acquire any business, person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, could reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from an Antitrust Authority with respect to the transactions contemplated by this Agreement. The Company and its Board of Directors shall (1) use reasonable best efforts to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover Law or similar Law becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, Parent and its Affiliates shall be required to agree to Divestitures to one or more purchasers approved by the Federal Trade Commission and the European Commission and in a manner approved by such entities of such assets, including technologies, that currently constitute: (a) the vascular intervention and endovascular businesses of the Company; (b) all assets of Parent that relate to cardiac ablation and beating heart surgery products, including, but not limited to, Parent’s equity and equity option interests in Endoscopic Technologies Inc., as well as the Company’s cardiac ablation and beating heart surgery assets collaterally impacted by the Divestitures referred to in section (a) above; and (iiic) obtain all necessary of Parent’s equity interests in Cameron Health, Inc. (it being agreed that Parent will not exercise its option to acquire any additional equity interests in Cameron Health, Inc. without obtaining the prior consent of the Federal Trade Commission). For purposes of this Agreement, a “Divestiture” of any asset shall mean (i) any sale, transfer, license, separate holding, divestiture or appropriate consentsother disposition, waivers or any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership, of such asset or (ii) the termination or amendment of any existing relationships and approvals under contractual rights. It is agreed and understood that, for purposes of this Agreement, a Divestiture of a business unit, product line or development program may include (x) the transfer of any Material Contracts and all assets primarily relating to which that business unit or to the research, development, manufacture, marketing or sale of that product line or development program and (y) licensing or otherwise making available assets that are related, but not primarily, to that business unit, product line or development program; provided that Parent, the Company or their Affiliates will be entitled to a license back of, or otherwise have made available to them, transferred assets to the extent that such assets otherwise relate to other retained businesses, product lines or development programs of Parent, the Company or any of its Subsidiaries their respective Affiliates. It is understood and agreed by the parties that, for purposes of this Agreement, the effect of any Divestiture required to be made pursuant to this Section 5.03 shall not, directly, or indirectly, be deemed to result in a party breach of the representations and warranties set forth herein. In implementing Section 5.03 of this Agreement, Parent shall use reasonable best efforts to obtain any required consents, approvals and waivers from third parties in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractDivestitures.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, including Section 8.02(b) and Section 8.02(c), each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2and Parent shall, Section 6.3and each shall cause its Subsidiaries to, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby as promptly as practicable, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions (A) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to the Merger set forth in Article VII to be satisfied; (ii) obtain effect all necessary actions Filings as are necessary, proper or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary advisable to consummate the Merger and the other transactions contemplated hereby, (B) using reasonable best efforts to obtain, as promptly as practicable, and thereafter maintain, all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other applicable Antitrust Laws), and (C) cooperating, to the extent reasonable, with the other parties hereto in their efforts to comply with their obligations under this Agreement; , including in seeking to obtain as promptly as practicable any required Consents and (iiiii) obtain all necessary using reasonable best efforts to contest (which includes by litigation) any (A) action, suit, investigation or appropriate consentsproceeding brought by any Governmental Authority in a court of competent jurisdiction seeking to enjoin, waivers and approvals under any Material Contracts to which restrain, prevent, prohibit or make illegal consummation of the Company Merger or any of its Subsidiaries is a party the other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with this Agreement and the Merger or any of the other transactions contemplated hereby or (B) Order that has been entered by a court of competent jurisdiction that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or any of the other transactions contemplated hereby so as to maintain and preserve or imposes any damages, terms or conditions in connection with the benefits under such Material Contracts following the consummation Merger or any of the other transactions contemplated by hereby. The parties understand and agree that, subject to Section 8.02(b) and Section 8.02(g), Parent’s obligation to use its reasonable best efforts set forth in this Agreement. Notwithstanding anything Section 8.02(a) includes taking and agreeing to the contrary hereintake all actions and doing or agreeing to do all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the Company shall not be required to termination, assignment, novation or modification of Contracts (nor without the prior consent of Parent shall it, or shall it agree toportions thereof) pay any consent or other similar feebusiness relationships, “profit sharing” the acceptance of restrictions on business operations and the entry into other commitments and limitations) to satisfy the conditions set forth in Section 9.01(f) or Section 9.01(c) (if the injunction or other similar payment or Order relates to any Antitrust Law) and to consummate the Merger and the other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bristol Myers Squibb Co), Agreement and Plan of Merger (Celgene Corp /De/)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.3(d), each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and to obtain satisfaction of the conditions precedent to the Merger, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties, orders and authorizations from Governmental Authorities (iii) the execution and make all necessary registrations, declarations and filings with Governmental Authorities that are delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by by, and to fully carry out the purposes of, this Agreement; and . For purposes of this Agreement, reasonable best efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) obtain all necessary permit the sale, holding separate or appropriate consentsother disposition of, waivers any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and approvals under (iv) conduct the business of the Company, Parent and/or any Material Contracts of their respective affiliates in a manner which would resolve such objections or suits, except to which the extent any such action described in clauses (i) through (iv) would not reasonably be expected to materially impair the benefits each of Parent and the Company or any reasonably expects to be derived from the combination of its Subsidiaries is a party in connection with this Agreement Parent and the consummation Company through the Merger. In furtherance and not in limitation of the foregoing, each of Parent and the Company agrees to make an appropriate filing under HSR with respect to the transactions contemplated hereby so as to maintain promptly as practicable and preserve the benefits under such Material Contracts in any event within fifteen Business Days following the consummation date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the transactions contemplated by this Agreement. Notwithstanding anything to applicable waiting periods under the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractHSR Act as soon as practicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ico Inc), Agreement and Plan of Merger (Schulman a Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions preparing and filing as promptly as practicable with any Governmental Authority all documentation to the Merger set forth in Article VII to be satisfied; effect all necessary Filings and (ii) obtain obtaining and maintaining all necessary actions or non-actionslicenses, waiversauthorizations, permits, consents, approvals, orders clearances, variances, exemptions and authorizations other confirmations required to be obtained from any Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary Authority or other Third Party to consummate the Merger and the other transactions contemplated by this AgreementAgreement (including receipt of the Required Approvals); provided that the parties hereto understand and agree that (A) in connection with seeking expiration or termination of any applicable waiting period under the HSR Act or clearance under Competition Law of Germany and Austria relating to the Merger, Parent and Merger Subsidiary shall not be required to (1) divest or otherwise hold separate (including by establishing a trust), or take, cause to be taken or refrain from taking any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of its or the Surviving Corporation’s or any of their respective Affiliates’ businesses, assets or properties, (2) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, or (3) agree to do any of the foregoing, (B) in connection with seeking any other Required Approval, Parent and Merger Subsidiary shall not be required to (1) divest or otherwise hold separate (including by establishing a trust) any of its or the Surviving Corporation’s or any of their respective Affiliates’ businesses, assets or properties, (2) take any actions that (x) would reasonably be expected to have an adverse and material effect on control of any of the Parent’s or the Company’s Subsidiaries in the relevant jurisdiction or (y) would reasonably be expected to result in costs or losses to Parent, the Surviving Corporation or any of their respective Affiliates in the aggregate in excess of $10,000,000, or (3) agree to do any of the foregoing, and (iiiC) obtain all necessary or appropriate consents, waivers and approvals under neither the Company nor any Material Contracts of its Subsidiaries shall be required to which (unless such action is binding on the Company or any of its Subsidiaries is a party only in connection with the event the Effective Time occurs), and neither the Company nor any of its Subsidiaries shall without Parent’s prior written consent, take any of the actions described in the foregoing clauses (A)(1) through (3) or clauses (B)(1) and (3); provided, further, that the parties hereto agree that “reasonable best efforts” as used in this Section 8.01(a) shall include litigating or defending against any Proceeding by any Governmental Authority challenging this Agreement and or the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TE Connectivity Ltd.), Agreement and Plan of Merger (Measurement Specialties Inc)
Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2accomplish the following: (i) cause the conditions to the Merger set forth obtain all required consents, approvals or waivers from, or participation in Article VII to be satisfied; other discussions or negotiations with, third parties, including as required under any Ryland Material Contract or Standard Pacific Material Contract, as applicable, (ii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings with and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Authorities Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that are is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including, without limitation, by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither Ryland, Standard Pacific nor any of their respective Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of the other party. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Ryland and Standard Pacific shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Ryland or Standard Pacific, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that the parties shall be permitted to designate certain information as “outside counsel only” and/or to redact any information which could be protected by a claim of privilege or which may constitute a business secret. In exercising the foregoing rights, each of Ryland and (iii) obtain all necessary or appropriate consents, waivers Standard Pacific shall act reasonably and approvals under any Material Contracts as promptly as practicable. Subject to which the Company or any of its Subsidiaries is a party in connection with this Agreement applicable Law and the consummation instructions of any Governmental Entity, Ryland and Standard Pacific shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby so hereby, including promptly furnishing the other with copies of notices or other written communications received by Ryland or Standard Pacific, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to maintain such transactions, and, to the extent practicable under the circumstances, shall provide the other party and preserve its counsel with the benefits under such Material Contracts following the consummation opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracthereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Standard Pacific Corp /De/), Agreement and Plan of Merger (Ryland Group Inc)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein provided for, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that nothing in -------- ------- this Agreement (other than as expressly provided for in Section 1.01) shall obligate Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). Without limiting the foregoing, (i) each of the Company, Parent and (iii) obtain all necessary or appropriate consents, waivers and approvals Purchaser shall use its commercially reasonable efforts to make promptly any required submissions under any Material Contracts to the HSR Act which the Company or any of its Subsidiaries is a party Parent determines should be made, in connection each case, with respect to the Offer, the Merger, this Agreement or the Shareholder Option Agreement and the consummation of the transactions contemplated hereby so as and thereby and (ii) Parent, Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to maintain and preserve be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the benefits under such Material Contracts following Company's business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement. Notwithstanding anything to the contrary herein, the Company proper officers and directors of each party to this Agreement shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contracttake all such necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies Corp /De/)
Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) the taking of all acts necessary to cause the conditions to the other party’s (viewing Parent and Merger Sub together) obligation to close set forth in Article VII 10 to be satisfied; satisfied as promptly as practicable (and in any event prior to the End Date), (ii) obtain the obtaining of all necessary actions or non-actions, waivers, consents, approvalsapprovals or waivers from, orders and authorizations from the giving of all required notices to, Third Parties (iii) preparing and filing as promptly as practicable with any Governmental Authorities and make Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, declarations submissions of information, applications and filings with other documents and (iv) obtaining and maintaining all Permits required to be obtained from any Governmental Authorities Authority or other Third Party that are necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consentsprovided that, waivers and approvals under any Material Contracts notwithstanding anything to which the Company contrary in this Agreement, in no event shall Parent or any of its Subsidiaries is a party Affiliates be required to, and “reasonable best efforts” will in no event require, or be construed to require, Parent or any of its Affiliates to (A) initiate, litigate, challenge, defend or otherwise participate or take any action with respect to any Action by, against or involving any Third Party or Governmental Authority with respect to the transactions contemplated by this Agreement, (B) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with this Agreement and the consummation of the transactions contemplated hereby so as by this Agreement, (C) otherwise take any other steps or actions to maintain and preserve the benefits under such Material Contracts following defend against, vacate, modify or suspend any injunction or order of any Governmental Authority, including any injunction related to a private cause of action that would prevent the consummation of the transactions contemplated by this Agreement, (D) agree, propose, negotiate, offer, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (including by establishing a trust, licensing any Intellectual Property Rights or otherwise), or take any other action (including by providing its consent to permit the Company or any of its Subsidiaries to take any of the foregoing actions), or otherwise proffer or agree to do any of the foregoing, with respect to any of the businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or Subsidiaries, (E) terminate any existing relationships or contractual rights or obligations or (F) otherwise offer to take or offer to commit to take any action that would limit Parent’s or any of its Affiliates’ freedom of action with respect to, or ability to retain, operate or otherwise exercise full rights of ownership with respect to, businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or Subsidiaries (or equity interests held by Parent or any of its Affiliates in entities with businesses, assets or properties) (any action in clauses (A) through (F), a “Regulatory Action”). Notwithstanding anything At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the contrary hereinbusinesses, services, or assets of the Company or any of its Subsidiaries (but, absent such request, the Company shall not take any such action); provided that in no event shall the Company be required to (nor without take any such action described in this sentence that would not be conditioned on, and effective upon or after, the prior consent occurrence of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any ContractClosing.
Appears in 1 contract
