Common use of Reasonable Best Efforts; Notification Clause in Contracts

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement each of the parties shall use its respective 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 Merger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including under the HSR Act), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) and (v) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement each of the parties shall use its their respective 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 MergerTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (Entity, including under the HSR Act)Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger (Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), reversed and (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) and (v) the execution and delivery of any additional instruments necessary to consummate the Merger Transactions and to fully carry out the purposes of this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties shall Company agrees to use its respective 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 necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the MergerOffer, the Merger and the other transactions contemplated by the Transaction Documents, including (i) the obtaining taking of all commercially reasonable acts necessary to cause the conditions set forth in Annex A or Article VI to be satisfied, (ii) obtaining all necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations and necessary, proper or advisable registrations, filings and the notices and taking of all reasonable steps as may be necessary to obtain any necessary approval an approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity (including including, without limitation, under the HSR Act, and including any Request for Additional Information and Documentary Material thereunder (a “Second Request”), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ); (iii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), non-governmental Third Parties; (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) executing and (v) the execution and delivery of delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the Merger transactions contemplated by, and to fully carry out the purposes of this Agreementof, the Transaction Documents; and (iv) exercising the Additional Share Option.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use its respective all 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 MergerOffer, the Merger and the other Transactions, including (i) determining whether any action by or in respect of or filing with any Governmental Entities is required or any actions, consents, approvals or waivers are required to be obtained from third parties in connection with the Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including under the HSR Act)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger (Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Merger Transactions and to fully carry out the purposes of this Agreement. Nothing in this Agreement shall be deemed to require Parent to waive any rights or agree to any limitation on its operations or to dispose of any asset or collection of assets of the Company, Parent or any of their respective subsidiaries or affiliates.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties shall Company agrees to use its respective 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 necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated by the Transaction Documents, including (i) the obtaining taking of all commercially reasonable acts necessary to cause the conditions set forth in Article VI to be satisfied, (ii) obtaining all necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations and necessary, proper or advisable registrations, filings and the notices and taking of all reasonable steps as may be necessary to obtain any necessary approval an approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity (including including, without limitation, under the HSR Act), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), non-governmental Third Parties; and (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) executing and (v) the execution and delivery of delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the Merger transactions contemplated by, and to fully carry out the purposes of this Agreementof, the Transaction Documents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall hereto agrees to use its respective all 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 party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions action or nonactions, waivers, consents and approvals from Governmental Entities Authorities 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 reasonably necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity Authority (including under the HSR Actin respect of any Gaming Law), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement any of the Transaction Documents or the consummation of any of the Merger (transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed), reversed and (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) and (v) the execution and delivery of any additional instruments necessary to consummate the Merger transactions contemplated by, and to fully carry out the purposes of this Agreementof, the Transaction Documents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use its respective all 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 MergerOffer, the Merger and the other Transactions, including (i) determining whether any action by or in respect of or filing with any Governmental Entities is required or any actions, consents, approvals or waivers are required to be obtained from third parties in connection with the Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including under the HSR Act)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger (Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Merger Transactions and to fully carry out the purposes of this Agreement.. Nothing in this Agreement shall be deemed to require Parent to waive any rights or agree to any limitation on

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use its respective all 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 MergerMerger and the other Transactions, including (i) determining whether any action by or in respect of or filing with any Governmental Entities is required or any actions, consents, approvals or waivers are required to be obtained from third parties in connection with the Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including under the HSR Act)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger (Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Merger Transactions and to fully carry out the purposes of this Agreement. Nothing in this Agreement shall be deemed to require Parent to waive any rights or agree to any limitation on its operations or to dispose of any asset or collection of assets of the Company, Parent or any of their respective Subsidiaries or affiliates.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use its respective all 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 MergerOffer, the Merger and the other Transactions, including (i) determining whether any action by or in respect of or filing with any Governmental Entities is required or any actions, consents, approvals or waivers are required to be obtained from third parties in connection with the Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including under the HSR Act)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger (Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), (iv) subject to Section 7.04(b), engaging in divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Merger Transactions and to fully carry out the purposes of this Agreement. Nothing in this Agreement shall be deemed to require Parent to waive any rights or agree to any limitation on its operations or to dispose of any asset or collection of assets of the Company, Parent or any of their respective Subsidiaries or affiliates.