Specified Efforts definition

Specified Efforts means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such a result is achieved as expeditiously as possible; provided, however, that in no event shall “Specified Efforts” require a party to undertake extraordinary or unreasonable measures, including, the initiation or prosecution of legal proceedings.
View Source
Specified Efforts means all efforts that an acquiring or selling entity (as the case may be) in an acquisition such as the one contemplated herein would make if using best efforts to avoid the entry of such an Order, including the devotion of all required management time and the engagement and payment of its Representatives to assist in such efforts but otherwise excluding the payment of any sum material to Parent’s acquisition of the Company to avoid the entry of such Order.
View Source
Specified Efforts means, [ * ].
View Source

Examples of Specified Efforts in a sentence

  • Without prejudice to the obligations of the parties to undertake Specified Efforts, there shall not have been instituted and continuing or pending any action or proceeding by any Governmental Entity of competent jurisdiction in the United States or the European Union seeking to make the Merger illegal or otherwise prohibiting consummation of the Merger.

  • Subject to the terms and conditions of this Agreement, each of Company and Parent agree to cooperate fully with each other and to use Specified Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Merger and the Bank Merger.

  • To the extent that any Losses that are subject to indemnification pursuant to this Article IX are covered by general liability insurance coverage or such a policy or other coverage paid for by Company, Parent shall use Specified Efforts to obtain the maximum recovery under such insurance coverage or policy.

  • Each of Parent and Company shall use their Specified Efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement.

  • The Seller shall use Specified Efforts to cure any material breaches by it under any material Out- License and shall give written notice to the Buyer upon curing any such breach.

  • The Seller shall use Specified Efforts to cure any material breaches by it under any material In- License and shall give written notice to the Buyer upon curing any such breach.

  • The Seller shall use Specified Efforts to obtain in a timely manner from each such counterparty any information to be disclosed in each Royalty Report, consistent with the terms of the applicable Out-License(s).

  • The Seller shall prepare and maintain, shall cause its Affiliates (if applicable) to prepare and maintain, and use Specified Efforts to include in any future Out-License a provision requiring each Licensee to prepare and maintain, reasonably complete and accurate records of the information to be disclosed in each Update Report and to disclose such information to Seller to enable the disclosures of such information in each Update Report, as contemplated herein.