Common use of Appropriate Action; Consents; Filings Clause in Contracts

Appropriate Action; Consents; Filings. (a) Subject to Section 6.6, the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VII to be satisfied, including (i) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Authorities or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions, including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement.

Appropriate Action; Consents; Filings. (a) Subject to Section 6.6the terms of this Agreement, each of the parties hereto Parties will use their its respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions to of the Merger set forth in Article VII VI to be satisfied, including (i) the obtaining of all necessary actions or nonactionsnon-actions, consents and approvals from Governmental Authorities Entities or other persons Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, Agreement and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority Entity or other persons Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, ; (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions, including the Merger, transactions performed or consummated by such party Party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, ; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and any other transactions to be performed or consummated by such party Party in accordance with the terms of this Agreement and to fully carry out fully the purposes of this Agreement.

Appropriate Action; Consents; Filings. (a) Subject Upon the terms and subject to Section 6.6the conditions set forth in this Agreement, each of TRMT and RMRM shall, and shall cause the parties hereto will use TRMT Subsidiaries and the RMRM Subsidiaries, as applicable, and their respective Representatives to, use 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 necessary, proper or advisable under applicable Law or pursuant to any contract or agreement to consummate and make effective effective, as promptly as practicable, the transactions contemplated hereby Merger and the other Transactions, including (i) the taking of all actions necessary to cause the conditions to the Merger Closing set forth in Article VII ARTICLE 8 to be satisfied, including (iii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities or other persons Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including Merger and the Merger, other Transactions and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other persons Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including Merger and the Mergerother Transactions, (iiiii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and/or the consummation of the transactions, including Merger or the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedTransactions, and (iiiiv) the execution and delivery of any additional instruments necessary to consummate the Merger and any the other transactions to be performed or consummated by such party in accordance with the terms of this Agreement Transactions, and to fully carry out fully the purposes of this Agreement.

Appropriate Action; Consents; Filings. (a) Subject to Section 6.6the terms and conditions of this Agreement, the parties hereto will cooperate with the other parties and use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby by this Agreement and to cause the conditions to the Merger set forth in Article VII VI to be satisfied, including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactionsnon-actions, consents and approvals from Governmental Authorities or other persons Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding a Proceeding by, any Governmental Authority or other persons Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, Merger and (ii) the defending prompt provision of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions, including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking additional information to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, as such Governmental Authority may lawfully request and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement.

Appropriate Action; Consents; Filings. (a) Subject to the terms and conditions of this Agreement (including, in the case of the Company, Section 6.64.7), the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby Transactions and to cause the conditions to the Merger set forth in Article VII ARTICLE V to be satisfied, including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactionsnon-actions, consents and approvals from Governmental Authorities or other persons Entities necessary in connection with the consummation of the transactions contemplated by this Agreement, including the MergerTransactions, and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding a Proceeding by, any Governmental Authority or other persons Entity necessary in connection with the consummation of the transactions contemplated by this AgreementTransactions, including the Merger, (ii) the obtaining of all other necessary consents, approvals or waivers from third parties in connection with such party’s own Contracts, (iii) the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactionsTransactions (“Merger Litigation”), including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking by litigation or other Legal Proceeding to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, and (iiiiv) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and any other transactions to be performed or consummated by such party Transactions in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement.

Appropriate Action; Consents; Filings. (a) Subject Upon the terms and subject to Section 6.6the conditions set forth in this Agreement, each of the parties hereto will use Company, Parent and Merger Sub shall, and shall cause the Company Subsidiaries and Parent Subsidiaries, as applicable, and their respective Representatives to, use 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 Law or pursuant to any contract or agreement to consummate and make effective effective, as promptly as practicable, the transactions contemplated hereby Merger and the other Transactions, including (i) the taking of all actions necessary to cause the conditions to the Merger Closing set forth in Article VII 8 to be satisfied, including (iii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities or other persons Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including Merger and the Merger, other Transactions and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other persons Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including Merger and the Mergerother Transactions, (iiiii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and/or the consummation of the transactions, including Merger or the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedTransactions, and (iiiiv) the execution and delivery of any additional instruments necessary to consummate the Merger and any the other transactions to be performed or consummated by such party in accordance with the terms of this Agreement Transactions, and to fully carry out fully the purposes of this Agreement.