Common use of Efforts to Close Clause in Contracts

Efforts to Close. Subject to the terms and conditions provided herein, each of the Parties agrees to cooperate and to use commercially reasonable 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 the transactions contemplated by this Agreement, including the satisfaction of all conditions precedent to the obligations of such Party set forth herein that it is required and obligated to satisfy (or to cause to be satisfied) in order to proceed with the Closing. Without limiting the foregoing, each Party, as promptly as practicable, shall use its commercially reasonable efforts to: (a) comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated by this Agreement, including furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Body, and make, or cause to be made, all filings and submissions required to be made by it under applicable Law to consummate the transactions contemplated hereby; (b) obtain, or cause to be obtained, all consents and approvals necessary for it to consummate the transactions contemplated hereby; (c) take or cause to be taken all other actions necessary and proper in order to fulfill its obligations hereunder; (d) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party, Governmental Body or other Person in connection with the foregoing; and (e) complete the Reorganization, if any. Notwithstanding the foregoing, neither Renova nor any of its Affiliates shall have any obligation to give any guarantee or pay any consent fee or other consideration of any nature in excess of US$1,000,000 in the aggregate in connection with the delivery of any waiver, consent, approval or authorization relating to the transactions contemplated by this Agreement. EMYC and Renova shall not take any action inconsistent with their obligations under this Agreement that would materially hinder or delay the consummation of the transactions contemplated by this Agreement.

Efforts to Close. Subject Except as otherwise set forth in Section 5.4, subject to the terms and conditions provided set forth herein, and to applicable Law, each of the Parties Party agrees to cooperate and to use commercially its reasonable best efforts to take, or cause to be taken, all actions necessary, and to do, or cause to be doneassist and cooperate with the other Party in doing, all things necessary, proper or advisable advisable, to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementhereby, including the satisfaction of all the conditions precedent to the obligations of such Party set forth herein that it is required and obligated to satisfy (or to cause to be satisfied) in order to proceed with the ClosingArticle VI. Without limiting the generality of the foregoing, prior to the Closing, each Party, as promptly as practicable, Party shall use its commercially reasonable efforts to: (a) comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated by this Agreementobtain any third-party or governmental consent, including furnishing all information waiver or approval required by applicable Law in connection with approvals the consummation of or filings with any Governmental Body, and make, or cause to be made, all filings and submissions required to be made by it under applicable Law to consummate the transactions contemplated hereby, and for a period of six (6) months after the Closing Date, Seller shall reasonably cooperate with Purchaser’s efforts to obtain any such consent, waiver or approval; provided, however, that (a) Seller shall be solely responsible for any amounts required to be paid under the express terms of any applicable Contract in order to obtain any such consent, waiver or approval and (b) obtain, or cause each of Seller and Purchaser shall be responsible for one half of any other amounts required to be obtained, all consents and approvals necessary for it to consummate the transactions contemplated hereby; (c) take or cause to be taken all other actions necessary and proper paid in order to fulfill its obligations hereunderobtain any such consent, waiver or approval; and, provided, further, that Seller shall not enter into any Contract, amend or terminate any Contract, make any payment or grant any concession (d) coordinate and cooperate with or permit any Conveyed Company to make take any of the other Party foregoing actions), in providing such information and supplying such assistance as may be reasonably requested by such other Partyeach case for the purpose of obtaining any consent, Governmental Body waiver or other Person in connection with approval without the foregoing; and (e) complete the Reorganization, if anyprior written consent of Purchaser. Notwithstanding the foregoing, neither Renova nor Purchaser agrees that none of Seller or any of its Affiliates shall have any obligation liability whatsoever to give any guarantee Purchaser arising out of or pay any consent fee or other consideration of any nature in excess of US$1,000,000 in the aggregate in connection with the delivery of any waiver, consent, approval or authorization relating to the transactions contemplated by this Agreement. EMYC failure to obtain any such consent, waiver or approval, and Renova no representation, warranty or covenant of Seller herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure; provided, that the foregoing shall not take relieve Seller of any action inconsistent with their obligations Liability under this Agreement that would materially hinder or delay for any failure by Seller to comply with the consummation terms of the transactions contemplated by this AgreementSection 5.3.

Efforts to Close. Subject to (a) Upon the terms and subject to the conditions set forth in this Agreement, and except as otherwise provided hereinin this Agreement, each of the Parties parties agrees to cooperate and to use commercially its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things things, and providing all information, necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the satisfaction following: (i) the taking of all conditions precedent to the obligations of such Party set forth herein that it is required and obligated to satisfy (or acts necessary to cause the conditions to Closing to be satisfied) in order to proceed with the Closing. Without limiting the foregoing, each Party, satisfied as promptly as practicable, shall use its commercially reasonable efforts to: (aii) comply promptly the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities, the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all legal requirements which steps as may be imposed on it with respect necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties; (iv) the defense of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Acquisition, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (v) the execution or delivery of any additional instruments necessary to consummate the Acquisition and to carry out fully the purposes of this Agreement in accordance with the terms and conditions hereof, (vi) the making of all filings required by applicable antitrust or fair trade Law of any applicable foreign jurisdiction or filings required by any foreign labor organization or works council, (vii) not taking any other action which would reasonably be expected to prevent, materially delay or materially impede the consummation of the Acquisition or the other transactions contemplated by this Agreement, and (viii) (in the case of Seller, and without prejudice to the foregoing) the taking of all necessary acts to enable Parent as promptly as is reasonably practicable to issue a shareholder circular comprising or accompanied by the Admission Document and otherwise to satisfy in all material respects all requirements (including furnishing those of Parent's AIM nominated advisor) and the taking of all information required by applicable Law necessary acts in connection with approvals obtaining the Parent Shareholder Approval and the proposed admission to trading on the AIM Market (Alternative Investment Market) of or filings with any Governmental Bodythe London Stock Exchange plc of the Parent Common Shares upon consummation of the Acquisition. In connection with, and makewithout limiting, or cause to be made, all filings and submissions required to be made by it under applicable Law to consummate the transactions contemplated hereby; (b) obtain, or cause to be obtained, all consents and approvals necessary for it to consummate the transactions contemplated hereby; (c) take or cause to be taken all other actions necessary and proper in order to fulfill its obligations hereunder; (d) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party, Governmental Body or other Person in connection with the foregoing; and (e) complete the Reorganization, if any. Notwithstanding the foregoing, neither Renova nor any of its Affiliates Seller and Parent shall have any obligation to give any guarantee or pay any consent fee or other consideration of any nature in excess of US$1,000,000 in the aggregate in connection duly file with the delivery U.S. Federal Trade Commission and the Antitrust Division of any waiver, consent, approval or authorization relating the Department of Justice the notification and report form (the "HSR FILING") required under the HSR Act with respect to the transactions contemplated by this Agreement. EMYC Agreement as promptly as practicable (and Renova shall not take in any action inconsistent with their obligations under this Agreement that would materially hinder or delay the consummation event within fifteen (15) business days of the date of this Agreement). The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. Seller shall use its reasonable best efforts to cause the Company and the Company's subsidiaries to (1) take all action that is commercially reasonable to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, such as to prohibit the Acquisition or any of the other transactions contemplated by this Agreement, and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, such as to prohibit the Acquisition or any of the other transactions contemplated by this Agreement, take all action that is commercially reasonable to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Acquisition and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent to agree or proffer to divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective subsidiaries. Nothing in this Agreement shall be deemed to require Seller to use its reasonable best efforts to cause the Company to agree or proffer to divest or hold separate any assets or any portion of any business of the Company or any of its subsidiaries. Subject to restrictions required by Law, each of Parent, Buyer and Seller shall promptly supply, and shall cause their Affiliates or owners promptly to supply, the others with any information which may be reasonably required in order to make any filings or applications pursuant to this Section 5.03(a).