Common use of Standard of Efforts Clause in Contracts

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each party agrees to use (and shall cause its respective controlled 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 to consummate and make effective, in the most expeditious manner practicable, the Transactions, including (i) preparing and filing as promptly as practicable with any Governmental Authority or third party all documentation to effect all necessary notices, reports and other filings and (ii) obtaining as promptly as practicable and maintaining all Authorizations necessary or advisable to be obtained from any Governmental Authority and/or third party in order to consummate the Transactions; provided that in no event shall Parent or Merger Sub be obligated to, and the Company and the Company Subsidiary shall not, without the prior written consent of Parent, agree to, or proffer, any consent fee, concession or other modification to the terms and conditions of any Contract in order to obtain the Authorizations contemplated by clause (ii). The Company, Parent and Merger Sub agree that they will consult with each other with respect to the obtaining of all such necessary Authorizations and (1) the Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, (2) Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub, and (3) each of the Company and Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case, which appear in any material filing made in connection with the Transactions.

Standard of Efforts. (a) Subject to the terms and conditions provided hereinherein (including the provisions of Sections 7.1(b) and 7.8), each party of the Company, Parent and Merger Sub agrees to use (and shall cause its respective controlled Affiliates to use) its reasonable best efforts to take, or cause to be taken, all actionsaction, 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 to consummate and make effective, effective in the most expeditious manner practicable, the Merger and the other Transactions, including (i) preparing obtaining all permits, consents, approvals, authorizations and filing as promptly as practicable actions or nonactions required for or in connection with any Governmental Authority or third party all documentation to effect all necessary noticesthe consummation by the parties hereto of the Merger and the other Transactions, reports and other filings and (ii) obtaining the taking of all steps as promptly as practicable and maintaining all Authorizations may be necessary to obtain an approval or advisable to be obtained from any Governmental Authority and/or third party in order to consummate the Transactions; provided that in no event shall Parent or Merger Sub be obligated to, and the Company and the Company Subsidiary shall not, without the prior written consent of Parent, agree towaiver from, or profferto avoid an action or proceeding by, any consent feea Governmental Authority, concession or other modification to the terms and conditions of any Contract in order to obtain the Authorizations contemplated by clause (ii). The Company, Parent and Merger Sub agree that they will consult with each other with respect to iii) the obtaining of all such necessary Authorizations consents from third parties, and (1iv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other Transactions in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, (2) ; Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub, ; and (3) each of the Company and Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case, case which appear in any material filing (including the Proxy Statement) made in connection with the Transactions. The Company, Parent and Merger Sub agree that they will consult with each other (and such consultations shall be reasonable) with respect to the obtaining of all such necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities.

Standard of Efforts. Except as otherwise specified herein (a) Subject including pursuant to the terms and conditions provided hereinSection 6.3), each party of the Company, Parent and Merger Sub agrees to use (and shall cause its respective controlled Affiliates to use) its commercially reasonable best efforts to take, or cause to be taken (and Parent shall cause Merger Sub, and shall use its best efforts to cause its direct and indirect parent companies, to take or cause to be taken), all actionsaction, 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 to consummate and make effective, effective in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) preparing and filing as promptly as practicable with any Governmental Authority or third party all documentation to effect all necessary notices, reports and other filings and (iia) obtaining as promptly as practicable all consents, approvals, authorizations and maintaining all Authorizations necessary actions or advisable to be obtained from any Governmental Authority and/or third party in order to consummate nonactions required for the Transactions; provided that in no event shall Parent or consummation by the parties hereto of the Offer, the Merger Sub be obligated to, and the Company other Transactions as contemplated by and the Company Subsidiary shall not, without the prior written consent of Parent, agree to, or proffer, any consent fee, concession or other modification pursuant to the terms and conditions of this Agreement (including any Contract in order required filings under applicable Antitrust Laws), (b) the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (c) the Authorizations contemplated by clause obtaining of all necessary consents from third parties to Company Material Contracts, and (ii)d) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party that is not a Governmental Authority to obtain any consent or approval required for the consummation of the Offer or the Merger except as set forth in Section 6.5 of the Company Disclosure Letter. The Company, Parent and Merger Sub agree that they will shall consult with each other with respect to the obtaining of all such necessary Authorizations permits, consents, approvals and (1) the Company shall have the right to review authorizations of all third parties and approve in advance all characterizations of the information relating to the Company, (2) Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub, and (3) each of the Company and Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case, which appear in any material filing made in connection with the TransactionsGovernmental Authorities.

Standard of Efforts. Except as otherwise specified herein (a) Subject to the terms and conditions provided hereinincluding Section 6.3), each party of the Company, Parent and Merger Sub agrees to use (and shall cause its respective controlled Affiliates to use) its reasonable best efforts to take, or cause to be taken (and Parent shall cause Merger Sub to take or cause to be taken), all actionsaction, 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 to consummate and make effective, effective in the most expeditious manner practicable, the Offer, the Merger and the Transactions, including (ia) preparing obtaining all consents, approvals, authorizations and filing actions or nonactions required for the consummation by the parties hereto of the Offer, the Merger and the Transactions (including any required or necessary action to obtain approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority), (b) the taking of all reasonable steps as promptly as practicable with any may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority or third party all documentation to effect (c) the obtaining of all necessary notices, reports and other filings consents from third parties to Company Material Contracts and (iid) obtaining as promptly as practicable the execution and maintaining all Authorizations delivery of any additional instruments necessary or advisable to be obtained from any Governmental Authority and/or third party in order to consummate the TransactionsTransactions and to fully carry out the purposes of this Agreement; provided provided, however, that in no event shall Parent or Merger Sub be obligated to, and the Company and or Parent be required to pay prior to the Company Subsidiary shall notBoard Appointment Date any fee, without the prior written consent of Parent, agree to, penalties or proffer, other consideration to any Third Party to obtain any consent fee, concession or other modification to approval required for the terms and conditions consummation of any Contract in order to obtain the Authorizations contemplated by clause (ii)Offer or the Merger. The Company, Parent and Merger Sub agree that they will shall consult with each other with respect to the obtaining of all such necessary Authorizations permits, consents, approvals and (1) the Company shall have the right to review authorizations of all Third Parties and approve in advance all characterizations of the information relating to the Company, (2) Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub, and (3) each of the Company and Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case, which appear in any material filing made in connection with the TransactionsGovernmental Authorities.