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main | contract_122 | (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to: <omitted> (ii) obtain as promptly as reasonably practicable (and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party (collectively, “Approvals”) that are or may become necessary, proper or advisable to consummate the transactions contemplated by this Agreement; (Page 59) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_36 | Section 6.3 Appropriate Action; Consents; Filings. (a) In accordance with the terms and subject to the conditions of this Agreement (including Section 6.5), 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 as expeditiously as practicable (and in any event at least five (5) Business Days prior to the Termination Date), including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, Consents and approvals from Governmental Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (Page 47) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_29 | Section 5.6 Regulatory Approvals; Efforts. (a) Prior to the Closing, Parent, Merger Sub, Company OP and the Company shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to cause the conditions to the Closing set forth in Article VI to be satisfied and to consummate the Mergers as promptly as practicable, including (i) preparing and filing all forms, registrations and notifications required to be filed to consummate the Mergers, (ii) using reasonable best efforts to satisfy the conditions to consummating the Mergers, (iii) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, permit, Order or approval of, waiver or any exemption by, any Governmental Entity required to be obtained or made by Parent, Merger Sub, Company OP, the Company or any of their respective Affiliates in connection with the transactions, or the taking of any action, contemplated by this Agreement, including the Mergers, (Page 24) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_0 | 5.6. Regulatory Approvals.
(a) Following the execution of this Agreement, each of Parent and the Company shall apply for or otherwise continue to seek, and use its respective reasonable best efforts to obtain, or maintain in effect, all consents and approvals required to be obtained by it for the consummation of the Merger and the other Transactions. Without limiting the generality or effect of the foregoing, each of Parent and the Company shall make any filings (or any amendments thereto), if applicable, required under the HSR Act and any other additional filings (“Merger Notification Filings”), if applicable, required by the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other Applicable Legal Requirements that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). (Page 67) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_19 | each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Mergers and the other Transactions as soon as reasonably practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Governmental Entity in order to consummate the Mergers or any of the other Transactions (Page 29) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_73 | (e) Subject to Section 5.9(f), each of Marvell, HoldCo and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Mergers and make effective the other Contemplated Transactions on a timely basis (other than with respect to obtaining Consents under Contracts, for which each of Marvell, HoldCo and the Company shall use commercially reasonable efforts). Without limiting the generality of the foregoing, but subject to Section 5.9(f), each party: (i) shall make all filings (if any), give all notices (if any) and provide all information (if any) required to be made, given or provided by such party in connection with the Bermuda Merger, the Delaware Merger or any of the other Contemplated Transactions; (ii) shall consult with such party’s employees to the extent required under any applicable Legal Requirement in connection with the Mergers or any of the other Contemplated Transactions; and (iii) shall use its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement) by such party in connection with the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions. (Page 81) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_133 | (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall each use their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties to this Agreement in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Merger; (Page 61) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_14 | The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. (Page 61) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_140 | Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to cause the conditions in Article IV to be satisfied and to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the parties hereto agrees to (i) use its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, waiting period expirations or terminations, Permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to any applicable Laws by any Governmental Entity, and (iv) take or cause to be taken all other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Merger and the other transactions contemplated by this Agreement under any applicable Laws as promptly as practicable. In addition, each of Realty Income and VEREIT shall use reasonable best efforts to obtain all consents, approvals, waivers, licenses, permits, franchises, authorizations or Orders (“Consents”) of Persons other than Governmental Entities that are necessary, proper or advisable to consummate the Mergers, the Separation, the OfficeCo Distribution and the other transactions contemplated thereby; provided, however, that, except as otherwise provided in Section 5.15 or Exhibit A of this Agreement, none of Realty Income, VEREIT nor any of their respective Subsidiaries shall be required to make, or
commit or agree to make, any concession or payment to, or incur any liability to, any such non-Governmental Entity to obtain any such Consent that is not contingent on the closing of the Merger (unless the parties mutually consent to such concession, payment or liability (such consent not to be unreasonably withheld, conditioned or delayed)). (Pages 28-29) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_60 | 6.5 Filings; Other Actions; Notification and Cooperation. (a) Subject to the terms and conditions herein, (i) the Company shall use, and shall cause its Subsidiaries to use, their respective reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, and in no event later than the Termination Date including (A) preparing and filing all documentation to effect all necessary notices, reports and other filings and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained by the Company or any of its Subsidiaries from any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (B) satisfying the conditions to the obligation of Parent and Merger Sub to consummate the Merger, (Page 59)
6.5 Filings; Other Actions; Notification and Cooperation. <omitted> (ii) Parent and Merger Sub shall use their respective reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, and in no event later than the Termination Date including (A) preparing and filing all documentation to effect all notices, reports and other filings necessary or advisable to be made by them and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained by them from any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (B) satisfying the conditions to the Company’s obligation to consummate the Merger, (C) cooperating with the Company to defend any Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (D) obtaining any consent, approval of, or waiver or exemption by, any non-governmental third party required to be obtained by Parent or Merger Sub in connection with the transactions contemplated hereby, (E) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement, and (F) cooperating with the Company and its Subsidiaries in connection with their obligations set forth in clause (i) above (including, in each of (A) through (F) of this clause (ii), for the avoidance of doubt, in connection with maintaining in full force and effect the Existing Lender Consents (including, delivery or causing the delivery of any acknowledgments, reaffirmations and legal opinions required pursuant thereto) and obtaining the Specified Lender Consent); provided, however, that nothing in this Section 6.5 or any other provision of this Agreement shall require Parent or Merger Sub to agree to any Burdensome Condition (as defined in Section 6.1(a)(xiii) of the Company Disclosure Letter). (Page 60) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_84 | Section 8.8 Third-Party Consents; Regulatory Matters and Approvals; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Parent Parties, Mercury and the Company Parties shall (and shall cause the Parent’s, Mercury’s and the Company’s, respectively, Subsidiaries and Affiliates to) use 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 Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any contract or agreement to consummate and make effective, as promptly as practicable, the Mergers and the other transactions contemplated by this Agreement, including (i) the taking of all reasonable actions necessary to cause the conditions to
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Closing set forth in Article IX to be satisfied, (ii) the obtaining of all necessary or advisable actions or non-actions, waivers, waiting period expirations or terminations, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities or filings with respect to Gaming Approvals) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority or other Persons necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement, including complying as soon as practicable and advisable with any and all information and document requests by any Governmental Authority in connection with any investigation of the Mergers or the other transactions contemplated hereby, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the other transactions contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary or advisable to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (Pages 120-121) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_127 | SECTION 5.03. Efforts. <omitted> (c) <omitted> Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. (Page 47) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_77 | Section 5.4 Regulatory Matters. <omitted> (b) The parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file, or cause to be prepared and filed, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all permits, consents, approvals and authorizations of all Regulatory Agencies and Governmental Entities. (Page 39) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_83 | Section 8.01. Regulatory Undertakings; Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by Section 6.02 or Section 6.04), the Company and Parent shall use reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take), all actions (including instituting or defending any action, suit or proceeding), and do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event prior to the End Date), including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required or advisable to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event prior to the End Date). (Page 30)
Section 8.01. Regulatory Undertakings; Reasonable Best Efforts. (b) In furtherance and not in limitation of the foregoing, each of Parent or its applicable Affiliate and the Company <omitted> shall promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any equivalent period pursuant to the Competition Laws or Foreign Investment Laws in the jurisdictions identified in Section 4.03(a) of the Company Disclosure Schedule as promptly as practicable (Page 30) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_88 | (a) Subject to the terms and conditions hereof, each Party shall use reasonable best 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 the extent permitted by applicable Law, to cause the conditions in Article VI to be satisfied as promptly as reasonably practicable after the date hereof (and in any event no later than the Outside Date (as it may be extended under Section 7.1(b)(i)), including making all Filings to or with, and using reasonable best efforts to obtain all Consents of, Governmental Authorities that are necessary, proper or advisable to consummate the Merger (including the HSR Clearance, the Required Filings, the Required Consents, the Specified Filings and the Specified Consents). (Page 25) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_138 | Section 8.01. Regulatory Undertakings; Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by Section 6.02 or Section 6.04), the Company and Parent shall use reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take), subject to Section 8.01(c), all actions, and do, or cause to be done, all things, necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event prior to the End Date), including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, 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 the transactions contemplated by this Agreement as soon as practicable. (Page 29) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_141 | any consent, clearance, approval, authorization, waiting period expiration or termination, waiver or permit of any Governmental Entity (each, an “Approval”)
<omitted>
(a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall (and shall cause their Subsidiaries to), and Parent shall cause Siemens Parent and Siemens Parent’s controlled affiliates to, use their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary Approvals from third parties, (Page 54) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_39 | Section 7.1 Regulatory Approvals. Nicolet and its Subsidiaries will use all reasonable best efforts to as promptly as possible prepare, file, effect and obtain all Requisite Regulatory Approvals, the Company will cooperate with Nicolet and its Subsidiaries with respect to the foregoing, and the parties will comply with the terms of such Requisite Regulatory Approvals. (Page 48) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_9 | Subject to the terms and conditions set forth in this Agreement, the Company, Parent, Merger Sub and their respective Subsidiaries shall each
use their reasonable best efforts to promptly take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other in doing (and, in the case of Parent, to use reasonable best efforts to cause the Equity Investors and their Affiliates to assist and cooperate as necessary or appropriate with the other parties), all things necessary, proper or advisable under this Agreement or applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including to (i) obtain from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, expirations or terminations of waiting periods, permits or orders required to be obtained by the Company, Parent or any of their respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (ii) make all registrations, filings, notifications or submissions which are necessary or advisable with respect to this Agreement and the Transactions under (A) any applicable federal or state securities Law, (B) the HSR Act and any other applicable Regulatory Law and (C) any other applicable Law, (Pages 23-24) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_34 | Section 6.3 Reasonable Best Efforts.
(a) Prior to the Closing, the Parent Parties and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most reasonably expeditious manner possible the Transactions including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of all of the conditions to consummating the Transactions, (iii) taking all actions necessary to obtain (and to cooperate with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or other applicable Antitrust Laws or applicable FDI Laws and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by the Parent Parties, the Company or any of their respective Subsidiaries in connection with the Transactions or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement (Page 51) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_125 | Section 8.1 Regulatory Authorizations and Consents.
(a) Subject to the terms and conditions of this Agreement (including Section 8.2(b)), the Company and Parent shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, 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 the Transactions. (Page 56) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_35 | Section 5.7 Consents, Approvals and Filings; Other Actions. (a) Subject to the terms and conditions hereof, each Party shall use reasonable best efforts (i) to make all Filings to or with, and to obtain all Consents of, Governmental Authorities that are necessary, proper or advisable to consummate the Mergers (Page 65) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_4 | Subject to the terms and conditions of this Agreement, the Company and Parent shall use their 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 to consummate the transactions contemplated by this Agreement, including (i) using reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of such steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Authorities, (Page 74) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
main | contract_32 | 6.2 Filings, Consents and Approvals. (a) Each of the Parties shall use its respective reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents 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 Legal Requirements, including applicable Antitrust Laws, to consummate and make effective the Transactions as soon as reasonably practicable, and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and expirations or terminations of waiting periods from Governmental Bodies and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Body in connection with any Antitrust Law; and (ii) the execution and delivery of any additional instruments necessary to consummate the Transactions. (b) Without limiting the generality of anything contained in this Section 6.2, the Parties agree to promptly take, and cause their Affiliates to take, all actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve objections, if any, as the FTC, the DOJ, or other Governmental Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are sought with respect to the Transactions, so as to obtain such consents, permits, authorizations, waivers, clearances, approvals or termination of the waiting period under the HSR Act or other Antitrust Laws, and to avoid the commencement of a lawsuit by the FTC, the DOJ or other Governmental Bodies under any Antitrust Law, and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or materially delaying the Offer Acceptance Time or the Closing or delaying the Offer Acceptance Time beyond the End Date, (Page 47) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_4 | Subject to the terms and conditions of this Agreement, the Company and Parent shall use their 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 to consummate the transactions contemplated by this Agreement, including (i) using reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of such steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Authorities, (Page 74) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_4 | the Company and Parent shall use their reasonable best efforts to take <omitted> all actions <omitted> to consummate the transactions contemplated by this Agreement, including (i) using reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of such steps as may be reasonably necessary to obtain an approval or waiver from, <omitted> any Governmental Authorities, (Page 74) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_6 | GBCI and AB will use commercially reasonable efforts to promptly prepare, promptly file (but in any event within 45 days of the Execution Date) and timely effect all documentation, applications, notices, petitions and filings, and to obtain all permits, approvals, consents, authorizations, waivers, clearances and orders of or from the Federal Reserve, the FDIC, the Montana Commissioner and Utah Department of Financial Institutions and any other Governmental Authority, in each case, required to consummate the transactions contemplated by this Agreement, including the Transactions (the “Requisite Regulatory Approvals”), and to comply with the terms and conditions of all Requisite Regulatory Approvals, and to obtain as promptly as practicable all consents of third parties which are necessary or advisable to consummate the Transaction. (Page 41) | Commercially reasonable efforts | 0 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_6 | GBCI and AB will use commercially reasonable efforts <omitted> to obtain all permits, approvals, consents, authorizations, waivers, clearances and orders of or from the Federal Reserve, the FDIC, the Montana Commissioner and Utah Department of Financial Institutions and any other Governmental Authority, in each case, required to consummate the transactions contemplated by this Agreement, including the Transactions (the “Requisite Regulatory Approvals”), and to comply with the terms and conditions of all Requisite Regulatory Approvals, and to obtain as promptly as practicable all consents of third parties which are necessary or advisable to consummate the Transaction. (Page 41) | Commercially reasonable efforts | 0 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_9 | Subject to the terms and conditions set forth in this Agreement, the Company, Parent, Merger Sub and their respective Subsidiaries shall each
use their reasonable best efforts to promptly take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other in doing (and, in the case of Parent, to use reasonable best efforts to cause the Equity Investors and their Affiliates to assist and cooperate as necessary or appropriate with the other parties), all things necessary, proper or advisable under this Agreement or applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including to (i) obtain from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, expirations or terminations of waiting periods, permits or orders required to be obtained by the Company, Parent or any of their respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (ii) make all registrations, filings, notifications or submissions which are necessary or advisable with respect to this Agreement and the Transactions under (A) any applicable federal or state securities Law, (B) the HSR Act and any other applicable Regulatory Law and (C) any other applicable Law, (Pages 23-24) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_9 | the Company, Parent, Merger Sub and their respective Subsidiaries shall each
use their reasonable best efforts to promptly take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other in doing <omitted> all things necessary, proper or advisable under this Agreement or applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including to (i) obtain from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, expirations or terminations of waiting periods, permits or orders required to be obtained by the Company, Parent or any of their respective Affiliates <omitted> (ii) make all registrations, filings, notifications or submissions which are necessary or advisable with respect to this Agreement and the Transactions under (A) any applicable federal or state securities Law, (B) the HSR Act and any other applicable Regulatory Law and (C) any other applicable Law, (Pages 23-24) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_12 | Section 6.04. Cooperation; Regulatory Efforts; Status. (a) Cooperation. (i) Subject to the terms and conditions set forth in this Agreement, including Section 6.04(b), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to (A) take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws to prepare and file as promptly as reasonably practicable and advisable all necessary notices, reports and other filings (including by filing as promptly as reasonably practicable and advisable following the date of this Agreement, all notifications, filings, registrations, submissions and other materials required under the HSR Act or any other applicable Antitrust Laws required in order to consummate the Offer or the Merger), (B) promptly provide any information to or make any filings or submissions with CFIUS that Parent, in consultation with the Company, reasonably deems appropriate or necessary, and respond to any requests for information from CFIUS, and (C) obtain all consents, registrations, approvals, permits and authorizations necessary to, or to submit all notices or filings triggered by, the Offer or the Merger and required by any Governmental Healthcare Program or applicable Laws to continue to operate the business of the Company and its Subsidiaries as currently conducted. (Page 75) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_12 | Section 6.04. Cooperation; Regulatory Efforts; Status. (a) Cooperation. (i) Subject to the terms and conditions set forth in this Agreement, including Section 6.04(b), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to <omitted> (C) obtain all consents, registrations, approvals, permits and authorizations necessary to, or to submit all notices or filings triggered by, the Offer or the Merger and required by any Governmental Healthcare Program or applicable Laws to continue to operate the business of the Company and its Subsidiaries as currently conducted. (Page 75) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_10 | each of Parent and the Company shall cooperate with each other and use its (and shall cause their respective Subsidiaries to use their) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper, or advisable on its part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, and in no event later than the Outside Date, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports, and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party set forth in Section 4.4 of the Company Disclosure Schedule (including, without limitation, with respect to obtaining releases of Liens under the Existing Company Credit Facility and Existing Company Indenture) or Section 5.4 of the Parent Disclosure Schedule and any Governmental Authority, including under the Antitrust Laws, in order to consummate the transactions contemplated by this Agreement. Parent and the Company shall share equally all filing fees under the Antitrust Laws in connection with the performance of the Parties’ obligations under this Section 6.8. (Page 73) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_10 | each of Parent and the Company shall <omitted> use its (and shall cause their respective Subsidiaries to use their) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper, or advisable on its part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement <omitted> to obtain as promptly as practicable all consents, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party <omitted> and any Governmental Authority, including under the Antitrust Laws (Page 73) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_14 | The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. (Page 61) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_14 | The parties hereto shall <omitted> use their reasonable best efforts to <omitted> obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger) (Page 61) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_19 | each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Mergers and the other Transactions as soon as reasonably practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Governmental Entity in order to consummate the Mergers or any of the other Transactions (Page 29) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_19 | each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws <omitted> to obtain as promptly as practicable all <omitted> consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Governmental Entity in order to consummate the Mergers or any of the other Transactions (Page 29) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_21 | The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. (Page 48) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_21 | The parties hereto shall <omitted> use their reasonable best efforts to <omitted> obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (Page 48) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_22 | In addition to and without limiting the rights and obligations set forth in Sections 7.1, 7.3, 7.7 and 7.8, but subject to the other terms and conditions of this Section 7.6, each of the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) its respective reasonable best efforts to take or cause to be taken all actions necessary or advisable with respect to all Antitrust Laws to consummate the transactions contemplated by this Agreement, including preparing and delivering or submitting documentation to (A) effect the expirations of all waiting periods under applicable Antitrust Law and (B) make with and obtain from, as applicable, any Governmental Antitrust Entity, all filings, notices, reports, consents, registrations, approvals, non-objections, permits and authorizations, in each case, necessary or advisable under Antitrust Law in order to consummate the transactions contemplated by this Agreement. (Page 45) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_22 | each of the Company and Parent shall <omitted> use (and shall cause their respective Subsidiaries to use) its respective reasonable best efforts to take or cause to be taken all actions necessary or advisable with respect to all Antitrust Laws to consummate the transactions contemplated by this Agreement, including preparing and delivering or submitting documentation to <omitted> obtain from <omitted> any Governmental Antitrust Entity, all <omitted> consents, registrations, approvals, non-objections, permits and authorizations, in each case, necessary or advisable under Antitrust Law in order to consummate the transactions contemplated by this Agreement. (Page 45) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_28 | 7.5. Other Regulatory Matters. (a) Other Regulatory Matters. (i) In addition to and without limiting the rights and obligations set forth in Section 7.1, Section 7.6 and Section 7.7 and subject to the other terms and conditions of this Section 7.5(a), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to take or cause to be taken all actions necessary or advisable on its part under this Agreement and applicable Laws to consummate the Transactions as promptly as practicable after the date of this Agreement, including preparing and delivering or submitting documentation to (A) effect the expirations of all statutory waiting periods under applicable Antitrust Law, including under the HSR Act as promptly as practicable after the date of this Agreement or the entry into any such -70-
timing agreements, respectively, and (B) make with and obtain from, any Governmental Entity, as applicable, all filings, notices, reports, consents, registrations, approvals, permits and authorizations, in each case, necessary or advisable in order to consummate the Transactions, including the other Company Approvals and the other Parent Approvals. (Pages 75-76) | Commercially reasonable efforts | 0 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_28 | 7.5. Other Regulatory Matters. (a) Other Regulatory Matters. (i) In addition to and without limiting the rights and obligations set forth in Section 7.1, Section 7.6 and Section 7.7 and subject to the other terms and conditions of this Section 7.5(a), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to take or cause to be taken all actions necessary or advisable on its part under this Agreement and applicable Laws to consummate the Transactions as promptly as practicable after the date of this Agreement, including preparing and delivering or submitting documentation to <omitted> (B) make with and obtain from, any Governmental Entity, as applicable, all filings, notices, reports, consents, registrations, approvals, permits and authorizations, in each case, necessary or advisable in order to consummate the Transactions, including the other Company Approvals and the other Parent Approvals. (Pages 75-76) | Commercially reasonable efforts | 0 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_32 | 6.2 Filings, Consents and Approvals. (a) Each of the Parties shall use its respective reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents 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 Legal Requirements, including applicable Antitrust Laws, to consummate and make effective the Transactions as soon as reasonably practicable, and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and expirations or terminations of waiting periods from Governmental Bodies and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Body in connection with any Antitrust Law; and (ii) the execution and delivery of any additional instruments necessary to consummate the Transactions. (b) Without limiting the generality of anything contained in this Section 6.2, the Parties agree to promptly take, and cause their Affiliates to take, all actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve objections, if any, as the FTC, the DOJ, or other Governmental Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are sought with respect to the Transactions, so as to obtain such consents, permits, authorizations, waivers, clearances, approvals or termination of the waiting period under the HSR Act or other Antitrust Laws, and to avoid the commencement of a lawsuit by the FTC, the DOJ or other Governmental Bodies under any Antitrust Law, and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or materially delaying the Offer Acceptance Time or the Closing or delaying the Offer Acceptance Time beyond the End Date, (Page 47) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_32 | 6.2 Filings, Consents and Approvals. (a) Each of the Parties shall use its respective reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents 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 Legal Requirements, including applicable Antitrust Laws, to consummate and make effective the Transactions as soon as reasonably practicable, and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and expirations or terminations of waiting periods from Governmental Bodies and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Body in connection with any Antitrust Law; and (ii) the execution and delivery of any additional instruments necessary to consummate the Transactions. (b) Without limiting the generality of anything contained in this Section 6.2, the Parties agree to promptly take, and cause their Affiliates to take, all actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve objections, if any, as the FTC, the DOJ, or other Governmental Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are sought with respect to the Transactions, so as to obtain such consents, permits, authorizations, waivers, clearances, approvals or termination of the waiting period under the HSR Act or other Antitrust Laws, and to avoid the commencement of a lawsuit by the FTC, the DOJ or other Governmental Bodies under any Antitrust Law, and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or materially delaying the Offer Acceptance Time or the Closing or delaying the Offer Acceptance Time beyond the End Date (Page 47) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_34 | Section 6.3 Reasonable Best Efforts.
(a) Prior to the Closing, the Parent Parties and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most reasonably expeditious manner possible the Transactions including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of all of the conditions to consummating the Transactions, (iii) taking all actions necessary to obtain (and to cooperate with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or other applicable Antitrust Laws or applicable FDI Laws and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by the Parent Parties, the Company or any of their respective Subsidiaries in connection with the Transactions or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement (Page 51) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_34 | Section 6.3 Reasonable Best Efforts. Section 6.3 Reasonable Best Efforts. a) Prior to the Closing, the Parent Parties and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most reasonably expeditious manner possible the Transactions including <omitted> (iii) taking all actions necessary to obtain (and to cooperate with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity <omitted> required to be obtained or made by the Parent Parties, the Company or any of their respective Subsidiaries in connection with the Transactions or the taking of any action contemplated by this Agreement (Page 51) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_35 | Section 5.7 Consents, Approvals and Filings; Other Actions. (a) Subject to the terms and conditions hereof, each Party shall use reasonable best efforts (i) to make all Filings to or with, and to obtain all Consents of, Governmental Authorities that are necessary, proper or advisable to consummate the Mergers (Page 65) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_36 | Section 6.3 Appropriate Action; Consents; Filings. (a) In accordance with the terms and subject to the conditions of this Agreement (including Section 6.5), 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 as expeditiously as practicable (and in any event at least five (5) Business Days prior to the Termination Date), including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, Consents and approvals from Governmental Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (Page 47) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_36 | 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 as expeditiously as practicable <omitted> including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, Consents and approvals from Governmental Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (Page 47) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_46 | Section 8.01. Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company and Parent shall use reasonable best efforts (subject to Section 8.01(c)) to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions (including (i) preparing and filing, as promptly as practicable, with any Governmental Authority or other Third Party all documentation to effect all necessary Filings (including Filings pursuant to the HSR Act, which shall be made within fifteen (15) Business Days after the date of this Agreement) (and, absent the prior written consent of the other party, not withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority, (ii) making as promptly as practicable (and, in any event, within thirty (30) days) after the date of this Agreement, all Filings necessary, proper or advisable in connection with obtaining the Closing Condition Regulatory Approvals, and (iii) using reasonable best efforts (subject to Section 8.01(c)) to obtain, as promptly as practicable, all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Transactions and the expiration or termination of any waiting period that suspends consummation of the Transactions). (Page 104) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_51 | (a) Parent and the Company shall use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, including under any applicable Laws, to consummate and make effective the Transactions, including (i) the prompt preparation and filing of all forms, notifications, declarations, registrations, notices and other submissions required to be filed with any Governmental Entity prior to the consummation of the Transactions, (ii) the satisfaction of the conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any Consent, clearance, authorization, order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required or requested under the HSR Act or any other Antitrust Laws) required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with or that are necessary to consummate the Transactions, (Page 39) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_51 | (a) Parent and the Company shall use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, including under any applicable Laws, to consummate and make effective the Transactions, including <omitted> (iii) taking all reasonable actions necessary to obtain <omitted> any Consent, clearance, authorization, order or approval of, or any exemption by, any third party, including any Governmental Entity <omitted> required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with or that are necessary to consummate the Transactions, (Page 39) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_54 | Each of Enterprise and First Choice and their respective Subsidiaries shall cooperate and use their Commercially Reasonable Efforts (i) to prepare all documentation (including the Registration Statement and Proxy Statement-Prospectus), and Enterprise shall make, all filings with, to send all notices to, and to obtain all Permits, consents, approvals and authorizations of, all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Closing Regulatory Approvals and the consents, approvals and notices under the Contracts set forth on Section 3.05(c), (Page 69) | Commercially reasonable efforts | 0 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_54 | Each of Enterprise and First Choice <omitted> shall use their Commercially Reasonable Efforts (i) to prepare all documentation (including the Registration Statement and Proxy Statement-Prospectus), and Enterprise shall make, all filings with, to send all notices to, and to obtain all Permits, consents, approvals and authorizations of, all third parties and Governmental Authorities (Page 69) | Commercially reasonable efforts | 0 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_55 | (a) Subject to the terms and conditions set forth in this Agreement, each of the Parties shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents 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 Antitrust Laws to consummate and make effective the Transactions as soon as reasonably practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Bodies and the making of all necessary registrations and filings and the taking of all steps as may be reasonably necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Body in connection with any Antitrust Law; (Page 46) | Commercially reasonable efforts | 0 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_55 | each of the Parties shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions <omitted> and to do, or cause to be done, <omitted> all things necessary, proper or advisable under applicable Antitrust Laws to consummate and make effective the Transactions as soon as reasonably practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Bodies <omitted> and the taking of all steps as may be reasonably necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from <omitted> any Governmental Body in connection with any Antitrust Law; (Page 46) | Commercially reasonable efforts | 0 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_52 | Section 5.6 Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the consummation of the Transactions. (Page 65) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_58 | Section 5.7 Further Action; Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done (but subject to the other provisions of this Section 5.7), and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law (as defined below)) to consummate the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, including: (i) 42
causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent, non-action or expiration of any applicable waiting period under the HSR Act or any other Foreign Antitrust Law; (Pages 49-50) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_62 | 5.5 Reasonable Best Efforts.
<omitted>
(b) Upon the terms and subject to the conditions set forth in this Agreement, each of Purchaser, Parent and the Company shall use its 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 or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from all Governmental Bodies and make all necessary registrations, declarations and filings with all Governmental Bodies, that are necessary to consummate the Offer and the Merger; (Page 48) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_64 | Subject to Section 4.5(c) and the other terms and conditions of this Agreement, the Company and Parent agree, and Parent and the Company each agree to cause its Subsidiaries to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Transactions and to use their respective reasonable best efforts to cause the conditions to each Party’s obligation to consummate the Transactions as set forth in Section 5.1 to be satisfied as promptly as practicable (but in no event later than the Outside Date), including taking all actions necessary (i) to obtain all Governmental Authorizations required for the consummation of the Merger (Page 24) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_64 | the Company and Parent agree, and Parent and the Company each agree to cause its Subsidiaries to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Transactions and to use their respective reasonable best efforts to cause the conditions to each Party’s obligation to consummate the Transactions as set forth in Section 5.1 to be satisfied as promptly as practicable <omitted> , including taking all actions necessary (i) to obtain all Governmental Authorizations required for the consummation of the Merger (Page 24) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_68 | Section 6.8 HSR and Other Approvals. (a) Parent and the Company shall use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, including under any applicable Laws, to consummate and make effective the Transactions, including (i) the prompt preparation and filing of all forms, notifications, declarations, registrations, notices and other submissions required to be filed with any Governmental Entity prior to the consummation of the Transactions, (ii) the satisfaction of the conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any Consent, clearance, authorization, order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required or requested under the HSR Act or any other Antitrust Laws) required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with or that are necessary to consummate the Transactions, (Page 84) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_68 | Section 6.8 HSR and Other Approvals. (a) Parent and the Company shall use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, including under any applicable Laws, to consummate and make effective the Transactions, including <omitted> (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any Consent, clearance, authorization, order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required or requested under the HSR Act or any other Antitrust Laws) required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with or that are necessary to consummate the Transactions, (Page 84) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_73 | (e) Subject to Section 5.9(f), each of Marvell, HoldCo and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Mergers and make effective the other Contemplated Transactions on a timely basis (other than with respect to obtaining Consents under Contracts, for which each of Marvell, HoldCo and the Company shall use commercially reasonable efforts). Without limiting the generality of the foregoing, but subject to Section 5.9(f), each party: (i) shall make all filings (if any), give all notices (if any) and provide all information (if any) required to be made, given or provided by such party in connection with the Bermuda Merger, the Delaware Merger or any of the other Contemplated Transactions; (ii) shall consult with such party’s employees to the extent required under any applicable Legal Requirement in connection with the Mergers or any of the other Contemplated Transactions; and (iii) shall use its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement) by such party in connection with the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions. (Page 81) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_73 | (e) Subject to Section 5.9(f), each of Marvell, HoldCo and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Mergers and make effective the other Contemplated Transactions on a timely basis (other than with respect to obtaining Consents under Contracts, for which each of Marvell, HoldCo and the Company shall use commercially reasonable efforts). Without limiting the generality of the foregoing, but subject to Section 5.9(f), each party: <omitted> (iii) shall use its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement) by such party in connection with the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions. (Page 81) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_79 | (a) Except for the filings and notifications made pursuant to Antitrust Laws to which Sections 6.8(b) through 6.8(d), and not this Section 6.8(a), shall apply, as promptly as reasonably practicable following the execution of this Agreement, the Parties shall prepare and file with the appropriate Governmental Entities and other third parties and use reasonable best efforts to obtain all authorizations, consents, notifications, certifications, registrations, declarations and filings that are necessary or advisable in order to consummate the Transactions. (Page 58) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_79 | the Parties shall <omitted> use reasonable best efforts to obtain all authorizations, consents, notifications, certifications, registrations, declarations and filings that are necessary or advisable in order to consummate the Transactions. (Page 58) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_87 | Nicolet and the Company and their respective Subsidiaries will cooperate and use all reasonable best efforts to as promptly as possible prepare, file, effect and obtain all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. (Page 45) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_87 | Nicolet and the Company and their respective Subsidiaries will <omitted> use all reasonable best efforts to <omitted> prepare, file, effect and obtain all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. (Page 45) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_88 | (a) Subject to the terms and conditions hereof, each Party shall use reasonable best 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 the extent permitted by applicable Law, to cause the conditions in Article VI to be satisfied as promptly as reasonably practicable after the date hereof (and in any event no later than the Outside Date (as it may be extended under Section 7.1(b)(i)), including making all Filings to or with, and using reasonable best efforts to obtain all Consents of, Governmental Authorities that are necessary, proper or advisable to consummate the Merger (including the HSR Clearance, the Required Filings, the Required Consents, the Specified Filings and the Specified Consents). (Page 25) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_88 | (a) <omitted> each Party shall use reasonable best 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 the extent permitted by applicable Law, to cause the conditions in Article VI to be satisfied as promptly as reasonably practicable after the date hereof <omitted>, and using reasonable best efforts to obtain all Consents of, Governmental Authorities that are necessary, proper or advisable to consummate the Merger (Page 25) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_92 | Section 7.1 Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 7.1(i), each of the Company and Parent shall use reasonable best efforts to take, or cause to be taken, the following actions and do, or cause to be done, all incidental things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement: (i) preparing and filing, in consultation with the other Parties, as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining (and cooperating with each other to obtain or maintain) all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party, in each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the Station Divestiture) (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII (Page 63) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_92 | each of the Company and Parent shall use reasonable best efforts to take, or cause to be taken, the following actions and do, or cause to be done, all incidental things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement: (i) preparing and filing, in consultation with the other Parties, as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining <omitted> all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party, in each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the Station Divestiture) (Page 63) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_85 | SECTION 6.3 Required Actions. (a) Each of the parties hereto shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, as soon as reasonably possible, the Transactions, including using reasonable best efforts in (i) the obtaining of all required Consents at least four Business Days prior to the Effective Time, and the making of all necessary registrations and filings (and in any event, by filing within 10 Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act with respect to the Transactions) and the taking of all steps as may be necessary to obtain a Consent from, or to avoid an action or proceeding by, any Governmental Authority; (ii) the obtaining of all consents, approvals and waivers required by the terms of any material Contracts with third parties or material Permits in connection with the Transactions; (iii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions. (Page 54) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_85 | SECTION 6.3 Required Actions. (a) Each of the parties hereto shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, as soon as reasonably possible, the Transactions, including using reasonable best efforts in (i) the obtaining of all required Consents at least four Business Days prior to the Effective Time, <omitted> and the taking of all steps as may be necessary to obtain a Consent from, <omitted> (ii) the obtaining of all consents, approvals and waivers required by the terms of any material Contracts with third parties or material Permits in connection with the Transactions; (Page 54) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_97 | Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and Applicable Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, defending through litigation on the merits any civil, criminal or administrative action, suit, claim, hearing, arbitration, investigation or other proceeding seeking to prevent, materially delay or materially impair the consummation of the transactions, and obtaining as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the transactions contemplated by this Agreement. (Page 67) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_97 | the Company and Parent shall <omitted> use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and Applicable Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including <omitted> obtaining as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the transactions contemplated by this Agreement. (Page 67) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_95 | 6.6 Reasonable Best Efforts.
(a) Subject to the terms and conditions of this Agreement, each Party will use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including the Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions, including the Merger, and (ii) taking all actions as may be necessary, subject to the limitations in this Section 6.6, to obtain (and cooperating with each other in obtaining) all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders, and approvals. (Page 39) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_95 | 6.6 Reasonable Best Efforts.
(a) Subject to the terms and conditions of this Agreement, each Party will use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including the Merger, as soon as practicable after the date hereof <omitted> (ii) taking all actions as may be necessary, subject to the limitations in this Section 6.6, to obtain (and cooperating with each other in obtaining) all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders, and approvals. (Page 39) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_100 | Each of Parent and Merger Sub (and their respective Affiliates, if applicable), <omitted> and the Company (and its Affiliates, if applicable) <omitted> will, <omitted> (D) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in each case as soon as practicable; an (Page 71) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_100 | Each of Parent and Merger Sub (and their respective Affiliates, if applicable), <omitted> and the Company (and its Affiliates, if applicable) <omitted> will, <omitted> (D) use its respective reasonable best efforts to take all action necessary to <omitted> (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in each case as soon as practicable; (Page 71) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_101 | (a) Subject to the terms and conditions set forth in this Agreement, the Company, Parent, Merger Sub and their respective Subsidiaries shall, and, with respect to clauses (ii) and (iv) below, shall cause their respective controlling Affiliates to, each use their reasonable best efforts to promptly take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable under this Agreement or applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including to timely (i) obtain from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, expirations or terminations of waiting periods, permits or orders required to be obtained by the Company, Parent or any of their respective Affiliates (including those in connection with the Required Governmental Approvals and CFIUS Approval), in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (Page 52) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_101 | the Company, Parent, Merger Sub and their respective Subsidiaries shall <omitted> each use their reasonable best efforts to promptly take, or to cause to be taken, all actions, and to do, or to cause to be done <omitted> all things necessary, proper or advisable under this Agreement or applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including to timely (i) obtain from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, expirations or terminations of waiting periods, permits or orders required to be obtained by the Company, Parent or any of their respective Affiliates <omitted> in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (Page 52) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_106 | Each of Parent and the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third parties and/or Governmental Authorities in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated hereby (Page 58) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_106 | Each of Parent and the Company shall cooperate and use their respective reasonable best efforts to <omitted> obtain all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third parties and/or Governmental Authorities in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated hereby (Page 58) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_108 | (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its 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 that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using its reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Parent Material Contract or Company Material Contract (as applicable); (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain all approvals or waivers from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice; and (iii) execute and deliver any additional instruments necessary to consummate the Transactions and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. (Page 91) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_108 | (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, <omitted> all things that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using its reasonable best efforts to accomplish the following: <omitted> (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (Page 91) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_110 | Section 6.3 Consummation of the Merger.
(a) Subject to the terms and conditions of this Agreement, the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, will cooperate with the Other Party and use (and will cause their respective Subsidiaries to use) its reasonable best efforts to (i) take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as promptly as reasonably practicable, the Merger, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including (A) filing any Notification and Report Form required pursuant to the HSR Act within 10 Business Days following the execution of this Agreement and to request early termination of the applicable waiting period, (B) submitting the documentation required to be submitted to DCSA or any other United States cognizant security agency in respect of the transactions contemplated by this Agreement in accordance with Paragraph 1-302(g) of the NISPOM, (C) submitting any required notices related to the Company’s Statement of Registration on file with United States Department of State’s Directorate of Defense Trade Controls (“DDTC”) in respect of the transactions contemplated by this Agreement in accordance with the ITAR, (D) preparing and submitting any requests to amend or novate licenses or other authorizations issued by DDTC or the U.S. Department of Commerce’s Bureau of Industry and Security that may be necessary as a consequence of the transactions contemplated by this Agreement, and (E) developing, submitting, and implementing any mitigation plans reasonably required to address an Organizational Conflict of Interest (as that term is defined in Part 9 of the FAR), including by taking the actions identified in Section 6.3(a)(i)(E) of the Company Disclosure Letter), (ii) obtain promptly all Consents, clearances, expirations or terminations of waiting periods, registrations, authorizations and other confirmations from any Governmental Entity or third party necessary, proper or advisable to consummate the Merger (Page 62) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_110 | Section 6.3 Consummation of the Merger.
(a) Subject to the terms and conditions of this Agreement, the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, will cooperate with the Other Party and use (and will cause their respective Subsidiaries to use) its reasonable best efforts to <omitted> (ii) obtain promptly all Consents, clearances, expirations or terminations of waiting periods, registrations, authorizations and other confirmations from any Governmental Entity or third party necessary, proper or advisable to consummate the Merger (Page 62) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_103 | (c) In furtherance of the foregoing covenants:
(i) Parent, Merger Sub and the Company shall use their reasonable best efforts to make any premerger notification filing required under the HSR Act with respect to the transactions contemplated hereby as soon as reasonably practicable following the execution of this Agreement. Parent, Merger Sub and the Company shall supply as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions, proper or advisable consistent with this Section 6.5, to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (Page 60) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_103 | (c) In furtherance of the foregoing covenants:
(i) <omitted> Parent, Merger Sub and the Company <omitted> shall take all other actions, proper or advisable consistent with this Section 6.5, to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (Page 60) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_104 | (a) Upon the terms and subject to the conditions set forth in this Agreement, each party shall use its reasonable best efforts (A) to take, or cause to be taken, all appropriate 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 to consummate and make effective the Transactions, and (B) to take any and all steps necessary, to eliminate each and every impediment under any Antitrust Law to close the Transactions contemplated hereby prior to the Outside Date (as it may be extended in accordance with Section 8.01(b)(i)), including (i) the satisfaction of the conditions set forth in Article VII, (ii) obtaining all necessary or advisable Authorizations and Consents from, making all necessary or advisable registrations, declarations and filings with and taking all reasonable steps as may be necessary or advisable to obtain any Authorizations or Consents from, or avoid a Proceeding with, any Governmental Entity or other third party with respect to this Agreement or the Transactions, including the expiration or termination of any applicable waiting period in respect of HSR and other Antitrust Laws, (Page 60) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_104 | each party shall use its reasonable best efforts (A) to take, or cause to be taken, all appropriate 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 to consummate and make effective the Transactions, <omitted> including (i) the satisfaction of the conditions set forth in Article VII, (ii) obtaining all necessary or advisable Authorizations and Consents from, making all necessary or advisable registrations, declarations and filings with and taking all reasonable steps as may be necessary or advisable to obtain any Authorizations or Consents from, or avoid a Proceeding with, any Governmental Entity or other third party with respect to this Agreement or the Transactions, including the expiration or termination of any applicable waiting period in respect of HSR and other Antitrust Laws, (Page 60) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_112 | 6.09 Regulatory Applications. (a) Peoples and Premier Financial and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to allow Peoples to prepare, submit and file all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. (Page 56) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_114 | Section 7.2 Governmental Approvals.
(a) Subject to the terms and conditions herein provided and without limiting the generality of Section 7.1, the Company and its Subsidiaries and Parent and its Subsidiaries (including Merger Sub) shall (i) promptly, but in no event later than fifteen (15) Business Days after the date of this Agreement, file any and all required notification and report forms under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement, and take all other actions necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as practicable after the date of this Agreement, (ii) as soon as practicable after the date hereof file any and all notification and report forms required under other applicable Antitrust and Foreign Investment Laws with respect to the Merger and the other transactions contemplated by this Agreement, and take all other actions necessary to obtain clearances or approvals or cause the expiration or termination of any applicable waiting periods under applicable Antitrust and Foreign Investment Laws as soon as practicable after the date of this Agreement, (Page 43) | Flat standard | 1 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_114 | Section 7.2 Governmental Approvals.
(a) Subject to the terms and conditions herein provided and without limiting the generality of Section 7.1, the Company and its Subsidiaries and Parent and its Subsidiaries (including Merger Sub) shall <omitted> take all other actions necessary to obtain clearances or approvals or cause the expiration or termination of any applicable waiting periods under applicable Antitrust and Foreign Investment Laws as soon as practicable after the date of this Agreement, (Page 43) | Flat standard | 1 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_115 | each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use its 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 fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated hereby, including (i) obtaining all necessary, proper or advisable consents, approvals, authorizations or waivers from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain a consent, approval, authorization or waiver from any Governmental Authority (including under Insurance Laws and the HSR Act) (Page 45) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |
abridged | contract_115 | each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, <omitted> all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated hereby, including (i) obtaining all necessary, proper or advisable consents, approvals, authorizations or waivers from Governmental Authorities (Page 45) | Reasonable best efforts | 2 | General Antitrust Efforts Standard-Answer | <NONE> | General Antitrust Efforts Standard | 126 | Operating and Efforts Covenant |