Reasonable Efforts; Other Actions. Subject to the terms and --------------------------------- conditions herein provided and applicable law, the Company and Acquirer shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and using their reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation, (ii) the taking of any actions required to qualify the Merger as a 368 Reorganization, (iii) the obtaining of all necessary consents, approvals or waivers under its material contracts, and (iv) the lifting of any legal bar to the Merger.
Reasonable Efforts; Other Actions. Subject to the terms and conditions herein provided and applicable law, the Company and Investor shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
Reasonable Efforts; Other Actions. CSI, Omni and SUB each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, (i) the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and using their reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation, (ii) the taking of any actions required to qualify the Merger for pooling-of-interests accounting treatment and as a reorganization within the meaning of Code Section 368(a), and (iii) the obtaining of all necessary consents, approvals or waivers under its material contracts.
Reasonable Efforts; Other Actions. BRS, RMAG and SUB each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger for treatment as a tax-free reorganization within the meaning of Code Section 368(a), and (ii) the obtaining of all necessary consents, approvals or waivers under its material contracts.
Reasonable Efforts; Other Actions. (a) HP and MMAX each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger treatment as a tax-free reorganization; and (ii) the obtaining of all necessary consents, approvals or waivers under their respective material contracts.
Reasonable Efforts; Other Actions. SIC, RMAG and SUB each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger treatment as a tax-free reorganization within the meaning of Code Section 368(a)(2)(D), and (ii) the obtaining of all necessary consents, approvals or waivers under its material contracts.
Reasonable Efforts; Other Actions. The Company shall use commercially reasonable efforts (i) to cause all members of the Company's Board of Directors and its executive officers to execute and deliver to Parent Support Agreements ("Support Agreements") in the form set forth at Exhibit A-1. Parent ----------- shall use commercially reasonable efforts (i) to cause all members of the Company's Board of Directors and its executive officers to execute and deliver to the Company Support Agreements in the form set forth at Exhibit A-2. Each ----------- Parent and the Company shall use reasonable commercial efforts to cause each of its respective executive officers and each member of its respective Board of Directors to execute and deliver to the other party a Lock-up Agreement substantially in the form attached at Exhibit B (the "Lock-up Agreement"); --------- provided, however, that no such effort need be made with regard to such executive officers and directors who will not continue as officers or directors of Parent or the Surviving Corporation after the Effective Time. Parent shall be entitled to place appropriate legends on the certificates evidencing any Parent Stock to be received by any such individuals pursuant to this Agreement, and to issue appropriate transfer instructions to the transfer agent for the Parent Common Stock consistent with the terms of the Lock-up Agreement.
Reasonable Efforts; Other Actions. Subject to the terms and conditions herein provided and applicable law, the Company and Parent shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation the lifting of any legal bar to the Merger. To that end, the Company shall use commercially reasonable efforts (i) to cause all members of the Company's Board of Directors, its executive officers and stockholder Oyo Corporation U.S.A. to execute and deliver to Parent Support Agreements ("SUPPORT AGREEMENTS") in the form set forth at Exhibit A.
Reasonable Efforts; Other Actions. Subject to the terms and conditions herein provided and applicable law, USD and La Jolla shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
Reasonable Efforts; Other Actions. Subject to the terms and conditions herein provided and applicable law, the Company and Bridgewater shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
