Common use of Efforts to Cause the Closing Clause in Contracts

Efforts to Cause the Closing. In furtherance and not in limitation of Section 6.2(a), if and to the extent necessary to obtain clearances, consents, approvals, non-disapprovals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations pursuant to applicable Antitrust Laws and Foreign Direct Investment Laws, and to avoid or eliminate each and every impediment under Antitrust Laws and Foreign Direct Investment Laws applicable to the Merger, as promptly as practicable and in any event at least three Business Days prior to the Termination Date, each of Parent and Merger Sub, shall take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under any Antitrust Law or Foreign Direct Investment Laws; provided, however, that, notwithstanding anything in this Agreement to the contrary, no Party (or its respective Affiliates, including their UPE, if applicable) shall be required to (and the Company and its Subsidiaries shall not, without the prior written consent of Parent) commit to or effect any action or agree to any restriction, including (i) offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, transfer, license, disposition, hold separate (through the establishment of a trust or otherwise) or other disposition of any or all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), properties, rights, products or businesses of any Person, including of Parent and Merger Sub (and their respective Affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand or (ii) taking (or refraining from taking) any other action or accepting or otherwise agreeing to any other restrictions on the activities any Person, including of Parent and Merger Sub (and their respective Affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand, in each case of the foregoing clauses (i) and (ii), if such action or restriction, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect on the business, properties, assets, operations, financial condition or results of operations of Parent, Merger Sub, the Company and its Subsidiaries, taken as a whole; provided, further, that, neither Parent nor Merger Sub shall be required to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii) that is not conditioned upon the consummation of the transactions contemplated by this Agreement; it being understood that, for the avoidance of doubt, in no event shall this Section 6.2(b) require any Affiliate of Parent or Merger Sub (including their UPE, but excluding (x) Parent and Merger Sub and (y) after the Closing, the Surviving Corporation and its Subsidiaries) to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii).

Efforts to Cause the Closing. In furtherance and not in limitation of Section 6.2(a6.3(a), if and to the extent necessary to obtain clearances, consents, approvals, non-disapprovals, waivers, actions, cause the expiration or termination of the applicable waiting period expirations or terminations, non-actions or other authorizations periods pursuant to applicable Antitrust Laws and Foreign Direct Investment Lawsthe HSR Act, and to avoid or eliminate in each and every impediment under Antitrust Laws and Foreign Direct Investment Laws applicable to the Merger, case as promptly as practicable so as to allow the consummation of the Merger as promptly as practicable, and in any event at least three Business Days prior to the Termination Date, each of Parent and Merger SubSub (and their respective Affiliates, shall take if applicable) will (and will cause each of its respective Affiliates, as applicable, to) use reasonable best efforts to take, or cause to be taken, all actions necessary and to avoid do, or eliminate each and every impediment and obtain cause to be done, all clearancesthings necessary, consentsproper or advisable to cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under including if there is any Legal Proceeding by a Governmental Authority challenging the Merger as violative of any Antitrust Law Law, then each of the Company, Parent and Merger Sub (and their respective Affiliates, if applicable) shall use reasonable best efforts to contest and resist any such Legal Proceeding and to have vacated, lifted, reversed or Foreign Direct Investment Lawsoverturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger; provided, however, that, notwithstanding anything in this Agreement to the contrary, no Party (or its respective Affiliates, including their UPE, if applicable) that Parent shall not be required to (and the Company and its Subsidiaries shall noti) offer, without the prior written consent of Parent) negotiate, commit to or effect any action or agree to any restriction, including (i) offering, negotiating, committing to or effectingeffect, by consent decree, hold separate order or otherwise, (A) the sale, divestiture, transfer, license, disposition, hold separate (through the establishment of a trust or otherwise) license or other disposition of any or and all of the capital stock or other equity or voting interestinterests, assets (whether tangible or intangible), properties, rights, products or businesses of any PersonParent, including of Parent and Merger Sub (and or their respective Affiliates, if applicable), on or the one handAcquired Companies; (B) the termination, and modification, or assignment of existing relationships, joint ventures, Contracts or obligations of Parent, Merger Sub (or their respective Affiliates, if applicable), or the Company and its SubsidiariesAcquired Companies; (C) the modification of any course of conduct regarding future operations of, on or any other restrictions on, the other hand activities of Parent, Merger Sub (or their respective Affiliates, if applicable), or the Acquired Companies; or (ii) taking (otherwise accept any limitations, requirements or refraining from taking) any other action conditions imposed, recommended or accepting requested by the FTC or otherwise agreeing to any other restrictions on the activities any Person, including of Parent and Merger Sub (and their respective Affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand, in each case of the foregoing clauses (i) and (ii), if such action or restriction, individually or in the aggregate, would, or DOJ that would reasonably be expected to, result in have a material adverse effect on the business, properties, assets, operations, financial condition or results of operations of Parent, Merger Sub, the Company Parent and its Subsidiaries, taken as a whole. Subject to the terms of this Agreement, Parent shall be entitled to direct the defense of the Merger in any investigation or litigation by, or negotiations with, any Governmental Authority or other Person relating to the Merger or regulatory filings under applicable Antitrust Laws; provided, furtherhowever, thatthat Parent shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategic direction of any such investigation, neither Parent nor Merger Sub shall be required to commit to litigation or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii) that is not conditioned upon the consummation of the transactions contemplated by this Agreement; it being understood thatnegotiation, for the avoidance of doubt, in no event shall this Section 6.2(b) require any Affiliate of Parent or Merger Sub (including their UPE, but excluding (x) Parent and Merger Sub and (y) after the Closing, the Surviving Corporation and its Subsidiaries) to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii)as applicable.

Efforts to Cause the Closing. In furtherance and not in limitation of Section 6.2(a6.3(a), if and to the extent necessary to obtain clearances, consents, approvals, non-disapprovals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations pursuant to applicable Antitrust Laws and Foreign Direct Investment Laws, and to avoid or eliminate each and every any impediment under Antitrust Laws and Foreign Direct Investment Laws applicable to the Merger, Merger so as to allow the consummation of the Merger as promptly as practicable practicable, and in any event at least three Business Days prior to the Termination Date, each of Parent and Merger SubSub will (and will cause each of their respective Affiliates, shall take as applicable, to) (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license or other disposition of any and all actions necessary of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of the Company and its Subsidiaries; (2) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of the Company and its Subsidiaries; and (3) the modification of any course of conduct regarding future operations of or any other restrictions on the activities of the Company and its Subsidiaries; (ii) challenge through litigation any efforts to avoid deny or eliminate each and every impediment and obtain all withhold any clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under required to complete the Merger; and (iii) oppose any Antitrust Law request for the entry of, and seek to have vacated or Foreign Direct Investment Laws; providedterminated, howeverany Order, thatjudgment, notwithstanding anything in this Agreement decree, injunction or ruling of any Governmental Authority that would challenge, contest, restrain, enjoin, prevent or delay the consummation of the Merger or the receipt of any required consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the contrary, no Party (or its respective AffiliatesMerger, including their UPEby contesting or defending through litigation any Legal Proceeding asserted or initiated by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision, Order, judgment, decree, injunction or ruling by any Governmental Authority. Notwithstanding anything to the contrary set forth herein, neither Parent nor Merger Sub shall have an obligation to offer, negotiate, commit to or effect any actions contemplated by this Section 6.3, if applicable) shall be required to (and such action would have a material adverse effect on the business of the Company and its Subsidiaries Subsidiaries, taken as a whole, or if such action is not conditioned upon the Closing. For the avoidance of doubt, nothing in this Section 6.3 or any other provision of this Agreement will be deemed to require or obligate Parent, Merger Sub or any of Parent’s Affiliates to, and the Company shall not, without the prior written consent of Parent) commit to , agree or effect otherwise be required to, take any action or agree with respect to any restriction, including (i) offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, transfer, license, disposition, hold separate (through the establishment of a trust or otherwise) or other disposition of any or all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), properties, rights, products or businesses of any Person, including of Parent and Merger Sub (and their respective Affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand or (ii) taking (or refraining from taking) any other action or accepting or otherwise agreeing to any other restrictions on the activities any Person, including of Parent and Merger Sub (and their respective Affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand, in each case of the foregoing clauses (i) and (ii), if such action or restriction, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect on the business, properties, assets, operations, financial condition or results of operations portfolio company of Parent, Merger Sub, its Affiliates (without regard to the Company and its Subsidiaries, taken as a whole; provided, further, that, neither Parent nor Merger Sub shall be required to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii) that is not conditioned upon the consummation last sentence of the transactions contemplated by definition thereof solely for this Agreement; it being understood that, for the avoidance of doubt, in no event shall this Section 6.2(bpurpose) require any Affiliate of Parent or Merger Sub (including their UPE, but excluding (x) Parent and Merger Sub and (y) after the Closing, the Surviving Corporation and its Subsidiaries) to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii)affiliated investment funds.

Efforts to Cause the Closing. In furtherance and not in limitation of Section 6.2(a), if and to the extent necessary to obtain clearances, consents, approvals, non-disapprovals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations clearance of the Merger pursuant to applicable Antitrust Laws and the HSR Act, the Specified Foreign Direct Investment Laws, and to avoid or eliminate each and every impediment under any other Antitrust Laws and or Foreign Direct Investment Laws applicable to the Merger, as promptly as practicable and in any event at least three Business Days prior to the Termination Date, each of Parent and Merger SubSub (and their respective controlled Affiliates, shall if applicable) will (and will cause each of its respective controlled Affiliates, as applicable, to) take promptly any and all actions steps necessary to avoid avoid, eliminate or eliminate resolve each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations approvals and waivers under any Antitrust Law Laws or Foreign Direct Investment Laws; providedLaws that may be required by any Governmental Authority, however, that, notwithstanding anything so as to enable the Parties to consummate the Merger as soon as reasonably practicable (and in this Agreement any event no later than five Business Days prior to the contrary, no Party (or its respective Affiliates, including their UPE, if applicable) shall be required to (and the Company and its Subsidiaries shall not, without the prior written consent of Parent) commit to or effect any action or agree to any restrictionTermination Date), including (i) offering, negotiating, committing to or effecting, by settlement, consent decree, hold separate order order, stipulation or otherwise, (A) the sale, divestiture, transfer, license, disposition, hold separate (through the establishment of a trust or otherwise) license or other disposition of any or and all of the capital stock or other equity or voting interestinterests, assets (whether tangible or intangible), rights, properties, rights, products or businesses of any Person, including of Parent and Merger Sub (and their respective controlled Affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand or (ii) taking (or refraining from taking) any other action or accepting or otherwise agreeing to any other restrictions on the activities any Person, including of Parent and Merger Sub (and their respective Affiliatesif applicable), on the one hand, and the Company and its Subsidiaries, on the other hand; (B) terminating, in each case modifying, or assigning existing relationships, joint ventures, Contracts, or obligations of the foregoing clauses Parent and Merger Sub (i) and (ii)their respective controlled Affiliates, if such action or restriction, individually or in applicable) on the aggregate, wouldone hand, or would reasonably be expected to, result in a material adverse effect on the business, properties, assets, operations, financial condition or results of operations of Parent, Merger Sub, the Company and its controlled Affiliates on the other hand; and (C) committing to behavioral or other operational conditions and any other modifications of, or restrictions on the businesses, assets, properties, product lines, equity interests, or other activities of Parent and Merger Sub (and their respective Subsidiaries, taken as a wholeif applicable), on the one hand, and the Company and its controlled Affiliates, on the other hand; provided, further, that, neither Parent nor Merger Sub shall be required to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii) contesting, defending and appealing any pending or threatened Legal Proceeding challenging or in respect of this Agreement or the consummation of the Merger and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that prohibits, prevents or restricts the consummation of the Merger prior to the Termination Date. Notwithstanding the foregoing, nothing in this Agreement shall require the Company and its Subsidiaries or Affiliates to enter into any agreement or consent decree with the DOJ, FTC or any other Governmental Authority that is not conditioned upon the consummation of the transactions contemplated by this Agreement; it being understood that, for the avoidance of doubt, in no event shall this Section 6.2(b) require any Affiliate of Parent or Merger Sub (including their UPE, but excluding (x) Parent and Merger Sub and (y) after on the Closing, the Surviving Corporation and its Subsidiaries) to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii).

Efforts to Cause the Closing. In furtherance and not in limitation of Section 6.2(a), if and to the extent necessary to obtain clearances, consents, approvals, non-disapprovals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations pursuant to applicable Antitrust Laws and Foreign Direct Investment Laws, and to avoid or eliminate each and every impediment under Antitrust Laws and Foreign Direct Investment Laws applicable to the Merger, as promptly as practicable and in any event at least three Business Days prior to the Termination Date, each of Parent and Merger SubSub shall offer, shall negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under any Antitrust Law or Foreign Direct Investment Laws; provided, however, that, notwithstanding anything in this Agreement to the contrary, no Party (or its respective Affiliates, including their UPE, if applicable) shall be required to (and the Company and its Subsidiaries shall not, without the prior written consent of Parent) commit to or effect any action or agree to any restriction, Laws including (i) offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) or other disposition ), of any or and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, rights, products or businesses of any PersonParent, including of Parent and Merger Sub (the Company and their respective Affiliates)Subsidiaries; (ii) the termination, on the one handmodification, and or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent, the Company and its their respective Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent, the Company and their respective Subsidiaries, on the other hand or and (iiiv) taking (or refraining from taking) any other action or accepting or otherwise agreeing to any other restrictions on the activities of Parent, the Company and their respective Subsidiaries, in each case, so as to allow the consummation of the Merger as soon as practicable, and in any Personevent, including of Parent and at least three Business Days prior to the Termination Date; provided, however, that nothing in this Agreement shall require Parent, Merger Sub (Sub, and their respective Affiliates), on the one hand, and the Company and its Subsidiariesshall not, on without the prior written consent of Parent, commit to or effect any action (x) with respect to the capital stock or other handequity or voting interest, in each case of the foregoing clauses assets (i) and (iiwhether tangible or intangible), if such action rights, properties, products or restrictionbusinesses of Affiliates of Parent or Merger Sub (other than Parent and Merger Sub), or (y) that, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect on to the business, properties, assets, operations, financial condition or results of operations of Parent, Merger Sub, the Company and its their respective Subsidiaries, taken as a whole; provided. Parent shall oppose any request for, furtherthe entry of, thatand seek to have vacated or terminated, neither Parent nor Merger Sub shall be any order, judgment, decree, injunction or ruling of any Governmental Authority that would restrain, prevent or delay any required consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to commit to or effect the Merger, including by defending through litigation, any action asserted by any Person in any court or agree before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Authority, and in the event that this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(c), Parent shall reimburse the Company for the reasonable and documented advisor costs and expenses of all such actions, including responding to any restriction set forth requests for information in connection with any filing made under the foregoing clauses Antitrust Laws, including but not limited to any documents, data or information produced in response to a Request for Additional Information (ia Second Request) and issued to the parties pursuant to the HSR Act, up to an aggregate amount of $7,500,000 (ii) the “Antitrust Reimbursement Obligations”). Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries or Affiliates to enter into any agreement or consent decree with any Governmental Authority that is not conditioned upon the consummation of the transactions contemplated by this Agreement; it being understood that, for the avoidance of doubt, in no event shall this Section 6.2(b) require any Affiliate of Parent or Merger Sub (including their UPE, but excluding (x) Parent and Merger Sub and (y) after on the Closing, the Surviving Corporation and its Subsidiaries) to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii).

Efforts to Cause the Closing. In furtherance and not in limitation of Section 6.2(a), if and to the extent necessary to obtain clearances, consents, approvals, non-disapprovals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations pursuant to applicable Antitrust Laws and Foreign Direct Investment Laws, and to avoid or eliminate each and every impediment under Antitrust Laws and Foreign Direct Investment Laws applicable to the Merger, in each case as promptly as practicable so as to allow the consummation of the Merger as promptly as practicable, and in any event at least three Business Days prior to the Termination Date, each of Parent and Merger SubSub shall offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise: (i) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of Parent, the Company or their respective Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent, the Company or their respective Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent, the Company or their respective Subsidiaries; and (iv) any other restrictions on the activities of Parent, the Company or their respective Subsidiaries; provided, however, that nothing in this Agreement shall take all actions necessary require Parent, Merger Sub and their respective Affiliates to, and the Company shall not, without the prior written consent of Parent, commit to avoid or eliminate each effect any action with respect to the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, properties, products or businesses of Affiliates of Parent or Merger Sub (other than Parent and every impediment Merger Sub and, following the Closing, the Surviving Corporation and obtain all the other Acquired Companies). Parent shall oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority in connection with the Merger that would restrain, prevent or delay any required consents, clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under applicable to the Merger, including by defending through litigation, any Antitrust Law action asserted by any Person in any court or Foreign Direct Investment Laws; providedbefore any Governmental Authority and by exhausting all avenues of appeal, howeverincluding appealing properly any adverse decision or order by any Governmental Authority. Notwithstanding the foregoing, that, notwithstanding anything nothing in this Agreement to the contrary, no Party (or its respective Affiliates, including their UPE, if applicable) shall be required to (and require the Company and or any of its Subsidiaries shall notor Affiliates to enter into any agreement, without the prior written consent of Parent) commit to decree or effect order with any action or agree to any restriction, including (i) offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, transfer, license, disposition, hold separate (through the establishment of a trust or otherwise) or other disposition of any or all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), properties, rights, products or businesses of any Person, including of Parent and Merger Sub (and their respective Affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand or (ii) taking (or refraining from taking) any other action or accepting or otherwise agreeing to any other restrictions on the activities any Person, including of Parent and Merger Sub (and their respective Affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand, in each case of the foregoing clauses (i) and (ii), if such action or restriction, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect on the business, properties, assets, operations, financial condition or results of operations of Parent, Merger Sub, the Company and its Subsidiaries, taken as a whole; provided, further, that, neither Parent nor Merger Sub shall be required to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii) Governmental Authority that is not conditioned upon the consummation of the transactions contemplated by this Agreement; it being understood that, for the avoidance of doubt, in no event shall this Section 6.2(b) require any Affiliate of Parent or Merger Sub (including their UPE, but excluding (x) Parent and Merger Sub and (y) after on the Closing, the Surviving Corporation and its Subsidiaries) to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii).