Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8), each of the parties to the Agreement agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Orrstown Financial Services Inc), Agreement and Plan of Merger (Orrstown Financial Services Inc), Agreement and Plan of Merger (Coastway Bancorp, Inc.)

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Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement 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 parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement, including the satisfaction of the respective conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endVII.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Pillowtex Corp), Agreement and Plan of Merger (Colley Corp), Agreement and Plan of Merger (Avatar Systems Inc)

Reasonable Best Efforts. Subject to On the terms and subject to the ----------------------- conditions of set forth in this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby as promptly as practicablehereby, including the satisfaction of the respective conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endVII.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cayenne Software Inc), Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Sterling Software Inc)

Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement (including, without limitation, including those contained in this Section 6.85.09), each of the parties to the Agreement agrees to hereto shall, and shall cause its Subsidiaries 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 parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as and to permit consummation of satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated hereby as promptly as practicableby this Agreement, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that end.including

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nitro Petroleum Inc.), Agreement and Plan of Merger (Core Resource Management, Inc.), Agreement and Plan of Merger (Nitro Petroleum Inc.)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement hereto agrees to use its reasonable best efforts consistent with Applicable Law to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, necessary or proper or and advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of ensure that the conditions set forth in Article VII hereofare satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and shall cooperate fully with the other parties hereto to that endtransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hostopia.com Inc.), Agreement and Plan of Merger (Hostopia.com Inc.), Agreement and Plan of Merger (Deluxe Corp)

Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions of this Agreement (including, without limitation, Section 6.8)and in accordance with applicable Law, each of the parties to the Agreement agrees to Party shall, and shall cause its Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of ensure that the conditions set forth in Article VII hereof, VI are satisfied and shall cooperate fully with to consummate the other parties hereto to that endtransactions contemplated by this Agreement as promptly as practicable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Financial Group Inc), Agreement and Plan of Merger (American Financial Group Inc), Agreement and Plan of Merger (National Interstate CORP)

Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement 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 parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as promptly as practicable (subject to permit consummation of Section 6.05(e)), the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endby this Agreement or any Ancillary Agreement.

Appears in 2 contracts

Samples: Asset and Stock Purchase Agreement (Cigna Corp), Asset and Stock Purchase Agreement (Great West Life & Annuity Insurance Co)

Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to hereto shall use reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or advisable under consistent with applicable laws, so as law to permit consummation of consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby as promptly as practicablehereby; provided, including however, that nothing in this covenant or any other provision of this Agreement or any other Transaction Document shall require the satisfaction of the conditions set forth in Article VII hereofPurchaser to agree to any divestiture, and shall cooperate fully with the hold-separate or other parties hereto to that endsimilar agreement or requirement.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Jupitermedia Corp), Asset Purchase Agreement (Jupitermedia Corp)

Reasonable Best Efforts. Subject to On the terms and subject to the conditions of set forth in this Agreement (Agreement, including, without limitation, Section 6.8)6.05 hereof, each of the parties to the Agreement agrees to shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby as promptly as practicablehereby, including the satisfaction of the respective conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endVII.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vnu N V), Agreement and Plan of Merger (Acnielsen Corp)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the this Agreement agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, and otherwise to enable consummation of the transactions contemplated by this Agreement, including the satisfaction of the conditions set forth in Article VII VI hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bar Harbor Bankshares), Agreement and Plan of Merger (Lake Sunapee Bank Group)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to use reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable lawsLaws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII 6 hereof, and shall cooperate fully with the other parties hereto to that end; provided this section will not require Buyer to agree to, or take, any Burdensome Condition.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Seacoast Banking Corp of Florida)

Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement (including, without limitation, Section 6.8)and in accordance with applicable Law, each of the parties to the this Agreement agrees to shall use reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of ensure that the conditions set forth in Article VII hereof, VI are satisfied and shall cooperate fully with to consummate the Merger and the other parties hereto to that endtransactions contemplated by this Agreement as promptly as reasonably practicable. The terms of this Section 5.8 shall not limit the rights of the Company set forth in Section 5.4.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Earthlink Inc), Agreement and Plan of Merger (Itc Deltacom Inc)

Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to hereto shall, and shall cause its Subsidiaries 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 parties in doing, all things necessary, proper proper, or advisable under applicable lawsto consummate and make effective, so as and to permit consummation of satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endby this Agreement.

Appears in 2 contracts

Samples: First Amended and Restated Agreement and Plan of Merger (FISION Corp), Agreement and Plan of Merger (FISION Corp)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8), each of the parties to the Agreement agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that end.. ARTICLE VII—

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (Bancorp Rhode Island Inc)

Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement (including, without limitation, Section 6.8)and in accordance with applicable Law, each of the parties to the Agreement agrees to Parties shall, and shall cause its respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of ensure that the conditions set forth in Article VII hereof, IX are satisfied and shall cooperate fully with to consummate the other parties hereto to that endTransactions as promptly as practicable following the date of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Claiborne Liz Inc), Merger Agreement (Claiborne Liz Inc)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the this Agreement agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, and otherwise to enable consummation of the Transactions, including the satisfaction of the conditions set forth in Article VII VI hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chicopee Bancorp, Inc.), Settlement Agreement (Westfield Financial Inc)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, including Section 6.85.3(d)), each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to the Agreement agrees to use use) their respective reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the transactions contemplated hereby as promptly as most expeditious manner practicable, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endTransactions.

Appears in 2 contracts

Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)

Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions of this Agreement (including, without limitation, Section 6.8)and in accordance with applicable Law, each of the parties to the Agreement agrees to Party shall, and shall cause its Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of ensure that the conditions set forth in Article VII hereof, VI are satisfied and to consummate the transactions contemplated by this Agreement as promptly as practicable. The terms of this Section 5.5 shall cooperate fully with not limit the other parties hereto to that endrights of the Company set forth in Section 5.4.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MacAndrews & Forbes Holdings Inc.), Agreement and Plan of Merger (M & F Worldwide Corp)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement party hereto agrees to cooperate with the other and use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable on its part under this Agreement or under applicable laws, so as Laws to permit consummation of consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII VI hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Florida Bank Group, Inc.)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, and otherwise to enable consummation of the Transactions, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New Hampshire Thrift Bancshares Inc)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, and A-27 otherwise to enable consummation of the transactions, including the satisfaction of the conditions set forth in Article VII VI hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independent Bank Corp)

Reasonable Best Efforts. Subject to the terms and conditions of ----------------------- set forth in this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby as promptly as practicableby this Agreement, including the satisfaction of the respective conditions set forth in Article VII hereofVII, and provided that nothing herein shall cooperate fully with the other parties hereto to that endpreclude any party from exercising its rights under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xcellenet Inc /Ga/)

Reasonable Best Efforts. Subject to (a) Upon the terms and conditions of subject to the conditions, limitations and other agreements set forth in this Agreement (including, without limitation, including the limitations set forth in Section 6.8‎5.4), each of the parties to the Agreement 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 parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation soon as practicable after the date of this Agreement, the transactions contemplated hereby as promptly as practicable, including by the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endTransaction Agreements.

Appears in 1 contract

Samples: Master Transaction Agreement (Voya Financial, Inc.)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, and otherwise to enable consummation of the transactions, including the satisfaction of the conditions set forth in Article VII VI hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Slades Ferry Bancorp)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement Parties agrees to cooperate with the other and use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable on its part under this Agreement or under applicable laws, so as Rule to permit consummation of consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII 8 hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Center Financial Corp)

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Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby Transactions as promptly as practicable, and otherwise to enable consummation of the Transactions, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Banknorth Group Inc/Me)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8), each Each of the parties to the this Agreement 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 parties to this Agreement in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the transactions contemplated hereby as promptly as most expeditious manner practicable, the Restructuring Transactions, including by executing and delivering such further instruments and documents necessary to effectuate the satisfaction purposes of this Agreement and to carry out the conditions set forth in Article VII terms hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Restructuring Agreement (Michael Kors Holdings LTD)

Reasonable Best Efforts. Subject to On the terms and subject to the ----------------------- conditions of set forth in this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby as promptly as practicablehereby, including the satisfaction of the respective conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endVII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Information Advantage Inc)

Reasonable Best Efforts. Subject to Upon the terms and conditions of subject to the conditions, limitations and other agreements set forth in this Agreement (including, without limitation, including the limitations set forth in Section 6.85.4), each of the parties to the Agreement 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 parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation soon as practicable after the date of this Agreement, the transactions contemplated hereby as promptly as practicable, including by the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endTransaction Agreements.

Appears in 1 contract

Samples: Master Transaction Agreement (Voya Financial, Inc.)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicableTransactions, and otherwise to enable consummation of the Transactions, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Shareholder Agreement (Banknorth Group Inc/Me)

Reasonable Best Efforts. Subject Upon the other terms and subject to the terms and conditions of set forth in this Agreement (including, without limitation, including in Section 6.8)5.8) and in accordance with applicable Law, each of the parties to the this Agreement agrees to shall, and shall cause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of ensure that the transactions contemplated hereby as promptly as practicable, including the satisfaction of Offer Conditions and the conditions set forth in Article VII hereof, VI are satisfied and shall cooperate fully with to consummate the other parties hereto to that endTransactions as promptly as practicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reis, Inc.)

Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to hereto shall use reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or advisable under consistent with applicable laws, so as law to permit consummation of consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby as promptly as practicablehereby; provided, including the satisfaction however, that nothing in this covenant or any other provision of the conditions set forth in Article VII hereofthis Agreement or any other Transaction Document shall require Purchaser or Sellers to agree to any divestiture, and shall cooperate fully with the hold-separate or other parties hereto to that endsimilar agreement or requirement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jupitermedia Corp)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to hereto shall (i) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as Laws to permit consummation of consummate the transactions contemplated hereby by this Agreement at the earliest practicable date (including actions necessary to prevent the entry of any injunction or other Order and to appeal as promptly as practicable, including the satisfaction of the conditions set forth possible any such injunction or other Order that may be entered in Article VII hereof, and shall cooperate fully connection with the other parties hereto to that end.transactions contemplated by this Agreement) and (ii) refrain from taking

Appears in 1 contract

Samples: Stock Purchase Agreement (Federal Signal Corp /De/)

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (including, without limitation, including the provisions of Section 6.85.2), each of the parties to the Agreement hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessary, proper or advisable advisable, under applicable lawsLaw or otherwise, so as to permit consummation of consummate and make effective the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Symbion Inc/Tn)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.86.9), each of the parties to the Agreement agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Orrf Voting Agreement (Orrstown Financial Services Inc)

Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to, and agrees to cause their respective Affiliates 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 parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the most expeditious manner practicable, the transactions contemplated hereby as promptly as practicable, including by this Agreement and the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endAncillary Agreements.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Indemnity PLC)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement hereto agrees to use its reasonable best efforts consistent with Applicable Law to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, necessary or proper or and advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of ensure that the conditions set forth in Article VII hereofare satisfied and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and shall cooperate fully with the other parties hereto to that endtransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zareba Systems Inc)

Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement (includingAgreement, without limitation, including this Section 6.8)7.03, each of the parties to the Agreement 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 in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable laws, so as Law to permit consummation of consummate and make effective the Merger and the other transactions contemplated hereby by this Agreement as promptly soon as practicable, including the satisfaction of the conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Headwaters Inc)

Reasonable Best Efforts. Subject to On the terms and subject to the ------------------------ conditions of set forth in this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby as promptly as practicablehereby, including the satisfaction of the respective conditions set forth in Article VII hereof, and shall cooperate fully with the other parties hereto to that endVII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sterling Software Inc)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (including, without limitation, Section 6.8)Agreement, each of the parties to the Agreement agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VII VIII hereof, and shall cooperate fully with the other parties hereto to that end.

Appears in 1 contract

Samples: Separation Agreement and Release (Randolph Bancorp, Inc.)

Reasonable Best Efforts. Subject to the terms and conditions of this Agreement (includingand except as otherwise provided herein, without limitation, Section 6.8), each all of the parties to the Agreement agrees to hereto will use their reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, so as laws and regulations to permit consummation of consummate and make effective the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in by this Article VII hereof, and shall cooperate fully with the other parties hereto to that endIV.

Appears in 1 contract

Samples: Stock Purchase Agreement (Data Transmission Network Corp)

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