Common use of Commercially Reasonable Efforts; Further Assurances Clause in Contracts

Commercially Reasonable Efforts; Further Assurances. Subject to the terms and conditions provided herein, each of the Company, Parent and Sub shall, and the Company shall cause each of its Subsidiaries to, cooperate and use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, and 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 Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including their commercially reasonable efforts to obtain, all licenses, Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and its Subsidiaries as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Scheme of Arrangement, as the case may be; provided, however, that no loan agreement or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its terms, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent and Sub.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions provided hereinof this Agreement and applicable law, each of the Company, Parent and Sub shall, and the Company parties shall cause each of its Subsidiaries to, cooperate act in good faith and use their its commercially reasonable efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and 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 Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this AgreementAgreement as soon as practicable. Without limiting the foregoing, including the parties shall (and shall cause their commercially respective subsidiaries, and use reasonable best efforts to obtaincause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (i) the preparation and filing with the SEC of the Registration Statement and the Proxy Statement/Prospectus and all licenses, Permits, necessary amendments or supplements thereto; (ii) obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and orders give all necessary notices to and make all necessary filings with and applications and submissions to, any Governmental Entity or other Person (except for approvals obtained under the HSR Act) as soon as reasonably practicable after the date of Governmental Entities this Agreement; and parties to contracts with the Company (iii) provide all such information concerning such party, its Subsidiaries and its Subsidiaries officers, directors, employees, partners and affiliates as are may be necessary for consummation or reasonably requested in connection with any of the transactions contemplated by foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to fulfill the conditions to the Offer and the Scheme of Arrangement, as the case may be; provided, however, that no loan agreement or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its terms, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any comment on such consent, approval or authorization without first obtaining the written approval of Parent and Subdrafts.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions provided hereinof this Agreement, each of the Company, Parent Buyer Party and Sub each Seller shall, and the Company shall cause each of its Subsidiaries Affiliates to, cooperate and use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement and assist and cooperate with the other parties in doingTransaction Documents, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all things documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, Permits, FDA Permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including their commercially reasonable efforts to obtain, all licenses, Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and its Subsidiaries as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions to other Transaction Documents, including the Offer transfer of the Regulatory Approvals contemplated by Section 2.01(i). Each Buyer Party and the Scheme of Arrangement, as the case may be; provided, however, that no loan agreement or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its termseach Seller agree to, and no contract each Seller shall cause its Affiliates to, execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be amended to increase the amount payable thereunder reasonably necessary or otherwise to be more burdensome to the Company or any of its Subsidiaries desirable in order to obtain any such consent, approval consummate or authorization without first obtaining implement expeditiously the written approval of Parent transactions contemplated by this Agreement and Subthe other Transaction Documents and to vest in the Buyer Parties good and marketable title to the Purchased Assets.

Commercially Reasonable Efforts; Further Assurances. Subject (a) Prior to the terms Initial Funding, CEI and conditions provided herein, each of the Company, Parent and Sub CQP shall, and the Company CQP shall cause each of its Subsidiaries the other CQP Entities to, cooperate and CEI shall cause its Affiliates to, (i) use their its commercially reasonable efforts to take, or consummate the Transactions (including to cause all of the conditions to Initial Funding set forth herein to be takensatisfied as promptly as practicable) and to obtain as promptly as practicable and maintain without Impairment all authorizations, consents, orders and approvals of all appropriate actionGovernmental Authorities that the Purchaser or CQP reasonably determines may be or may become necessary or proper under this Agreement, the other Basic Documents and do, or cause applicable Laws to be done, and 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 Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations obtained to consummate and make effective the transactions contemplated Transactions, (ii) subject to such limitations as set forth in this Section 6.03(a), take all actions as may be reasonably requested by this Agreement, including their commercially reasonable efforts any such Governmental Authority to obtain, all licenses, Permitsobtain such authorizations, consents, approvals, orders and approvals and (iii) cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable and to maintain without material Impairment all such authorizations, qualifications consents, orders and orders approvals. Prior to Initial Funding, CEI and CQP shall not, and CQP shall cause the CQP Subsidiaries not to, and CEI shall cause its Affiliates not to, take or cause to be taken any action that it is aware or should reasonably be aware would have the effect of Governmental Entities and parties to contracts with delaying, impairing or impeding in any material respect the Company and its Subsidiaries as are necessary for receipt or making of any such required authorizations, consents, orders, approvals or filings or the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Scheme of Arrangement, as the case may be; provided, however, that no loan agreement or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its terms, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent and SubTransactions.

Commercially Reasonable Efforts; Further Assurances. Subject to the terms and conditions provided herein, each of the Company, Parent and Sub shallset forth in this Agreement, and to applicable Laws, during the Company Pre-Closing Period, the Parties shall cause each of its Subsidiaries to, cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate actionaction (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated by this Agreement), and do, or cause to be done, and assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable necessary to consummate and make effective, in the most expeditious manner practicable, practicable (giving effect to the Offer, and the other transactions contemplated hereby, including the satisfaction timing of the respective conditions set forth in delivery of the Article VIIPCAOB Financial Statements), and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Each of NewCo and the Company shall, including and shall cause the other Target Companies to, use its and their commercially reasonable efforts efforts, and dMY shall cooperate in all reasonable respects with NewCo and the Company, to obtainsend the requisite notice to or to solicit and obtain the consents of, all licensesas applicable, Permits, consents, approvals, authorizations, qualifications and orders the contractual counterparties to the Contracts listed on Section 6.1 of Governmental Entities and parties to contracts with the Company and its Subsidiaries as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions Disclosure Letter prior to the Offer and the Scheme of Arrangement, as the case may beClosing; provided, however, that no loan agreement or contract for borrowed money Party nor any of their Affiliates shall be repaid, required to pay or commit to pay any amount to (or incur any obligation in whole or favor of) any Person from whom any such consent may be required (unless such payment is required in part, except as currently required by its termsaccordance with the terms of the relevant Contract requiring such consent), and no contract shall be amended to increase provided, further, that the amount payable thereunder or otherwise to be more burdensome to Parties acknowledge and agree that the Company or any of its Subsidiaries in order failure to obtain any such consentconsents is not, approval or authorization and shall not be, a condition to Closing. Any payment made by a Target Company pursuant to the foregoing first proviso without first obtaining the dMY’s prior written approval of Parent and Subconsent shall be a Transaction Expense (which payment shall be treated as a Company Transaction Expense hereunder).

Commercially Reasonable Efforts; Further Assurances. Subject to the terms and conditions provided hereinof this Agreement, each of including, Section 8.02(a) below, (a) the CompanyBuyer, Buyer Parent and Sub shall, and the Company Sellers shall cause each of its Subsidiaries to, cooperate and use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, actions necessary or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable desirable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including their commercially reasonable efforts (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to obtaineffect all necessary Filings, and (ii) obtaining and maintaining all licenses, Permitsauthorizations, permits, consents, approvals, authorizationsclearances, qualifications variances, exemptions and orders of other confirmations required to be obtained from any Governmental Entities and parties Authority or other third party to contracts with the Company and its Subsidiaries as are necessary for consummation of consummate the transactions contemplated by this Agreement (including satisfaction of the conditions set forth in Article 9), (b) the Sellers and the Buyer and Buyer Parent agree to execute and deliver such other documents, certificates, agreements and other writings and to fulfill the conditions to the Offer and the Scheme of Arrangement, take such other actions as the case may be; provided, however, that no loan agreement be necessary or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its terms, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries desirable in order to obtain consummate or implement expeditiously the transactions contemplated by this Agreement, and (c) from time to time, as and when requested by any party hereto and at such consentparty’s expense, approval any other party shall execute and deliver, or authorization without first obtaining cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to evidence and effectuate the written approval of Parent transactions contemplated by this Agreement. Without limiting the foregoing, the Sellers shall, and Sub.shall cause the Company and the Seller Entities

Commercially Reasonable Efforts; Further Assurances. Subject to the terms and conditions provided herein, each (a) Each of the Company, Parent and Sub shall, and parties (other than the Company Securityholder Representative) shall cause each of its Subsidiaries to, cooperate and use their all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and action to do, or cause to be done, and 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 Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements to which it is a party as promptly as practicable, including their commercially reasonable efforts to obtain, (i) obtain from Governmental Authorities and other Persons all licenses, Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and its Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to fulfill this Agreement required under the conditions HSR Act or under applicable Law (to the Offer extent such filings have not already been made prior to the date hereof) and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Scheme Ancillary Agreements. In furtherance and not in limitation of Arrangementthe foregoing, as the case may be; providedCompany shall permit the Parent reasonably to participate in the defense and settlement of any claim, howeversuit or cause of action filed after the date of this Agreement relating to this Agreement, that no loan agreement the Merger or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its termsthe other transactions contemplated hereby, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company shall not settle or any of its Subsidiaries in order to obtain compromise any such consentclaim, approval suit or authorization cause of action without first obtaining the Parent’s written approval of Parent and Subconsent (which shall not be unreasonably withheld, conditioned or delayed).

Commercially Reasonable Efforts; Further Assurances. Subject to the terms and conditions provided hereinof this Agreement, each of including, Section 8.02(a) below, (a) the CompanyBuyer, Buyer Parent and Sub shall, and the Company Sellers shall cause each of its Subsidiaries to, cooperate and use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, actions necessary or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable desirable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including their commercially reasonable efforts (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to obtaineffect all necessary Filings, and (ii) obtaining and maintaining all licenses, Permitsauthorizations, permits, consents, approvals, authorizationsclearances, qualifications variances, exemptions and orders of other confirmations required to be obtained from any Governmental Entities and parties Authority or other third party to contracts with the Company and its Subsidiaries as are necessary for consummation of consummate the transactions contemplated by this Agreement (including satisfaction of the conditions set forth in Article 9), (b) the Sellers and the Buyer and Buyer Parent agree to execute and deliver such other documents, certificates, agreements and other writings and to fulfill the conditions to the Offer and the Scheme of Arrangement, take such other actions as the case may be; provided, however, that no loan agreement be necessary or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its terms, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries desirable in order to obtain consummate or implement expeditiously the transactions contemplated by this Agreement, and (c) from time to time, as and when requested by any party hereto and at such consentparty’s expense, approval any other party shall execute and deliver, or authorization cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement. Without limiting the foregoing, the Sellers shall, and shall cause the Company and the Seller Entities and, in each case, their respective officers, employees and agents, to, cooperate in good faith with Buyer to consummate the Financing, which cooperation shall include, without first obtaining limitation, providing evidence of insurance satisfactory to RTFC and the written approval execution of Parent and Subthe Financing Documents.

Commercially Reasonable Efforts; Further Assurances. Subject to the terms and conditions provided herein, each of the Company, Parent and Sub shallset forth in this Agreement, and to applicable Laws, during the Company Pre-Closing Period, the Parties shall cause each of its Subsidiaries to, cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate actionaction (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated by this Agreement), and do, or cause to be done, and assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable necessary to consummate and make effective, in the most expeditious manner practicable, practicable (giving effect to the Offer, and the other transactions contemplated hereby, including the satisfaction timing of the respective conditions set forth in delivery of the Article VIIIASB Financial Statements), and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Each of NewCo and the Company shall, including and shall cause the other Target Companies to, use its and their commercially reasonable efforts efforts, and SEAC shall cooperate in all reasonable respects with NewCo and the Company, to obtainsend the requisite notice to or to solicit and obtain the consents of, all licensesas applicable, Permits, consents, approvals, authorizations, qualifications and orders the contractual counterparties to the Contracts listed on Section 6.1 of Governmental Entities and parties to contracts with the Company and its Subsidiaries as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions Disclosure Letter prior to the Offer and the Scheme of Arrangement, as the case may beClosing; provided, however, that no loan agreement or contract for borrowed money Party nor any of their Affiliates shall be repaidrequired to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is explicitly required in accordance with the terms of the relevant Contract requiring such consent); provided, in whole or in partfurther, except as currently required by its terms, that the Parties acknowledge and no contract shall be amended to increase agree that the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order failure to obtain any such consentconsents is not, approval or authorization and shall not be, a condition to Closing. Any payment made by a Target Company pursuant to the foregoing first proviso without first obtaining the SEAC’s prior written approval of Parent and Subconsent shall be a Transaction Expense (which payment shall be treated as a Company Transaction Expense hereunder).

Commercially Reasonable Efforts; Further Assurances. Subject to the terms and conditions provided hereinof this Agreement, each of the Company, Parent and Sub shall, and the Company party shall cause each of its Subsidiaries to, cooperate and use their all commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and do, to do or cause to be done, and assist and cooperate with the other parties in doing, done all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under consistent with applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as possible, to obtain all necessary approvals of any Governmental Entity in a manner that does not materially alter the underlying obligations of the parties and, in any event, is on terms equally favorable to Company, and to effect any required filings, registrations and notifications. Subject to the terms and conditions of this Agreement, including their commercially reasonable efforts the parties hereto shall do and perform or cause to obtainbe done and performed all such further actions and things and shall execute and deliver all such other agreements, all licensescertificates, Permits, consents, approvals, authorizations, qualifications instruments or documents as any other party hereby may reasonably request in order to carry out the intent and orders purposes of Governmental Entities this Agreement and parties to contracts with the Company and its Subsidiaries as are necessary for consummation of the transactions contemplated by this Agreement hereby, and each party hereto shall use commercially reasonable efforts to fulfill cause the conditions set forth in Article 7 to be satisfied. Notwithstanding the Offer and the Scheme of Arrangementforegoing, as the case may be; provided, however, that no loan agreement or contract for borrowed money neither Parent nor Merger Sub shall be repaid, in whole required to agree to any divestiture by Parent or in part, except as currently required by its terms, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain their respective subsidiaries or Affiliates of shares of capital stock or of any such consentbusiness, approval assets or authorization without first obtaining the written approval property of Parent or Company or their respective subsidiaries or Affiliates, or to the imposition of any material limitation on the ability of any of Parent or Company or their respective subsidiaries and SubAffiliates to conduct their businesses or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts; Further Assurances. Subject to Upon the terms and subject to the conditions provided hereinset forth in this Agreement, each of the Company, Parent and Sub shall, and the Company parties hereto shall cause each of its Subsidiaries to, cooperate and use their respective commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all appropriate actionactions, and doto do promptly, or cause to be done, and assist and cooperate with the other parties in doingdone promptly, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in effective the most expeditious manner practicable, the Offer, and the other transactions contemplated hereby, including the satisfaction to satisfy all of the respective conditions set forth in to the Article VIIobligations of the other parties hereto to effect the Closing, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to makeeffect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or cause to be madeotherwise, all filings necessary, proper or advisable under applicable laws and regulations in order to consummate and make effective the transactions contemplated by this Agreement, including their commercially reasonable efforts Agreement for the purpose of securing to obtain, all licenses, Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and the parties to contracts with hereto the Company and its Subsidiaries as are necessary for consummation of the transactions benefits contemplated by this Agreement and to fulfill the conditions to the Offer and the Scheme of Arrangement, as the case may beAgreement; provided, however, that no loan agreement Parent shall not be required to agree to (a) any license, sale or contract for borrowed money shall be repaidother disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or Affiliates or of the Company, (b) the imposition of any limitation on the ability of Parent, its subsidiaries or Affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in whole the case of Parent, the businesses of the Company, or in part(c) the imposition of any impediment on Parent, except as currently required by its terms, and no contract shall be amended to increase the amount payable thereunder subsidiaries or otherwise to be more burdensome to Affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices. Nothing herein shall require Parent to litigate any of its Subsidiaries administrative or judicial action or proceeding that may be brought in connection with the transactions contemplated by this Agreement. From time to time after the Closing, Parent and the Company will execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may reasonably be necessary or requested by another party in order to obtain any such consentconsummate, approval evidence or authorization without first obtaining implement expeditiously the written approval of Parent and Subtransactions contemplated by this Agreement.