Common use of Restructuring Efforts Clause in Contracts

Restructuring Efforts. If either Company or Parent shall have failed to obtain the Company Shareholder Approval or the Parent Shareholder Approval at the duly convened Company Special Meeting or Parent Special Meeting, as applicable, or any adjournment or postponement thereof, and this Agreement is not otherwise terminated in accordance with its terms, each of the Parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transactions contemplated by this Agreement (provided, however, that no Party shall have any obligation to agree to (i) alter or change any material term of this Agreement, including the Exchange Ratio or the amount or kind of the Merger Consideration, in a manner adverse to such party or its shareholders; or (ii) adversely affect the Tax treatment of the Merger with respect to such Party or its shareholders); and/or resubmit this Agreement and the transactions contemplated hereby (or as restructured pursuant to this Section 6.24) to its shareholders for approval.

Restructuring Efforts. If either the Company or Parent shall have failed to obtain the Company Shareholder Approval or the Parent Shareholder Approval Approval, as applicable, at the duly convened Company Special Shareholders Meeting or Parent Special Shareholders Meeting, as applicable, or any adjournment or postponement thereof, and unless this Agreement is not otherwise has been terminated in accordance with its termsSection 8.1, each of the Parties parties shall (i) in good faith use its reasonable best efforts to negotiate a restructuring of the transactions contemplated by transaction provided for herein and/or (ii) resubmit this Agreement or the Transactions (or as restructured pursuant to this Section 6.18) to its shareholders for adoption and approval; provided, however, that in the case of clause (i) only, no Party party shall have any obligation to agree to (iA) alter or change any material term of this Agreement, including the Exchange Ratio amount, kind or the amount or kind timing (in a manner that materially delays) of receipt of the Merger Consideration, Consideration provided for in a manner adverse to such party or its shareholders; this Agreement or (iiB) adversely affect the Tax treatment of the Merger with respect to such Party the shareholders of the Company or its shareholders); and/or resubmit this Agreement and the transactions contemplated hereby (or as restructured pursuant to this Section 6.24) to its shareholders for approvalParent.