Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, 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 Law to consummate the Merger and the other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 7.5(a), if any suit is instituted (or threatened to be instituted) by any Governmental Entity or any private party challenging any of the transactions contemplated hereby or that would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits that, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner that would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner that would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries or the conducting of its business in a manner that would resolve such objections or suits. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably be expected to delay the consummation of the transactions contemplated hereby beyond the Termination Date. (c) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), none of the Company or any of its subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration in excess of $1,000, make any commitment or incur any liability or other obligation in excess of $1,000 due to such person and (ii) no party or its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation (provided, however, that such party shall give the other parties hereto the opportunity to make such payments). (e) As promptly as practicable and in any event prior to the Closing, the Company shall provide Parent with satisfactory evidence that the Company and its subsidiaries have used its commercially reasonable efforts to execute any instruments, send any notices and take any other actions that are, in each case, (i) reasonably requested by Parent in connection with its efforts to obtain the Additional Financing, (ii) capable of being effectuated within the period commencing on the date of the request and ending on the Termination Date and (iii) so requested to comply with the provisions of the Federal Assignment of Claims Act in respect of any Material Contract with a Governmental Entity. (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.5 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) so long as such party has, until the time of such termination, complied in all material respects with its obligations under this Section 7.5.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its commercially 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 laws and regulations to consummate the Merger Mergers and the other transactions contemplated by this AgreementAgreement as promptly as practicable and no party hereto shall take or cause to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of the Mergers. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 7.5(a7.7(a), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by any U.S. or foreign Governmental Entity Body or any private party challenging any of the transactions contemplated hereby or that which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, each Merger Sub Sub, BioLite, and the Company BioKey shall use its commercially reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits that, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner that would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner that would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries or the conducting of its business in a manner that would resolve such objections or suits. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably be expected to delay the consummation of the transactions contemplated hereby beyond the Termination Date. (c) In the event that any administrative or judicial investigation, suit, action or other proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body or private party challenging the Merger Mergers or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, or that otherwise would reasonably be expected to prevent, impede or delay the Mergers, or any such transaction or the satisfaction of any condition set forth in ARTICLE 8, each of Parent, each Merger Sub Sub, BioLite and the Company BioKey shall cooperate in all respects good faith with each other and use its respective commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), none of the Company or any of its subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration in excess of $1,000, make any commitment or incur any liability or other obligation in excess of $1,000 due to such person and (ii) no party or its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation (provided, however, that such party shall give the other parties hereto the opportunity to make such payments). (e) As promptly as practicable and in any event prior to the Closing, the Company shall provide Parent with satisfactory evidence that the Company and its subsidiaries have used its commercially reasonable efforts to execute any instruments, send any notices and take any other actions that are, in each case, (i) reasonably requested by Parent in connection with its efforts to obtain the Additional Financing, (ii) capable of being effectuated within the period commencing on the date of the request and ending on the Termination Date and (iii) so requested to comply with the provisions of the Federal Assignment of Claims Act in respect of any Material Contract with a Governmental Entity. (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.5 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) so long as such party has, until the time of such termination, complied in all material respects with its obligations under this Section 7.5.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its commercially 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 laws and regulations to consummate the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable and no party hereto shall take or cause to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of the Merger. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 7.5(a6.6(a), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by any U.S. or foreign Governmental Entity Body or any private party challenging any of the transactions contemplated hereby or that which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company shall use its commercially reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits that, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner that would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner that would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries or the conducting of its business in a manner that would resolve such objections or suits. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably be expected to delay the consummation of the transactions contemplated hereby beyond the Termination Date. (c) In Subject to the limitations set forth in Section 6.6(c), in the event that any administrative or judicial investigation, suit, action or other proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, or that otherwise would reasonably be expected to prevent, impede or delay the Merger, or any such transaction or the satisfaction of any condition set forth in ARTICLE 7, each of Parent, Merger Sub and the Company shall cooperate in all respects good faith with each other and use its respective commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), none of the Company or any of its subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration in excess of $1,000, make any commitment or incur any liability or other obligation in excess of $1,000 due to such person and (ii) no party or its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation (provided, however, that such party shall give the other parties hereto the opportunity to make such payments). (e) As promptly as practicable and in any event prior to the Closing, the Company shall provide Parent with satisfactory evidence that the Company and its subsidiaries have used its commercially reasonable efforts to execute any instruments, send any notices and take any other actions that are, in each case, (i) reasonably requested by Parent in connection with its efforts to obtain the Additional Financing, (ii) capable of being effectuated within the period commencing on the date of the request and ending on the Termination Date and (iii) so requested to comply with the provisions of the Federal Assignment of Claims Act in respect of any Material Contract with a Governmental Entity. (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.5 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) so long as such party has, until the time of such termination, complied in all material respects with its obligations under this Section 7.5.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each party will 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, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the Merger and the other transactions contemplated by this Agreement. Agreement at the earliest practicable date, including: (bi) In furtherance causing the preparation and not in limitation filing of the covenants of the parties contained in Section 7.5(a)all forms, if any suit is instituted (or threatened registrations and notices required to be institutedfiled to consummate the Merger; (ii) using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or any private party challenging any of the transactions contemplated hereby or that would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub Merger; and the Company shall use its (iii) using reasonable best efforts to resolve any such objections or suits so as objection asserted with respect to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits that, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner that would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner that would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries or the conducting of its business in a manner that would resolve such objections or suits. Without excluding other possibilities, the transactions contemplated by under this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably be expected to delay the consummation of the transactions contemplated hereby beyond the Termination Date. (c) In the event that under any administrative or judicial action or proceeding is instituted (or threatened to be instituted) Antitrust Law raised by a any Governmental Entity or private party challenging and to prevent the Merger or entry of any other transaction contemplated by this Agreementcourt order, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction order, injunction, ruling, writ, decree or other orderaction of any Governmental Entity that would prevent, whether temporaryprohibit, preliminary restrict or permanentdelay the consummation of the transactions contemplated by this Agreement. In furtherance thereof, the Company shall, if requested by Parent, use commercially reasonable efforts to obtain all necessary or appropriate consents, waivers and approvals and give any required notices under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby; provided, that the Company shall not be required to pay any consent or other similar fee, or other similar payment or other consideration to obtain the consent, waiver or approval of any Person under any Contract, and, for the avoidance of doubt, no such consent, waiver, approval or notice shall be a condition to any party’s obligation to consummate the Merger hereunder. (b) If a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request. (c) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the other party in effect this respect; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that prohibitseach of the parties is entitled to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) consulting and cooperating with one another in connection with all analyses, prevents appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or restricts submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything the foregoing, commercially and/or competitively sensitive information and materials of a party will be provided to the contrary in this Agreementother party on an outside counsel-only basis while, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to the Mergerextent feasible, (i) without making a version in which the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), none of the Company or any of its subsidiaries shall pay or commit commercial and/or competitively sensitive information has been redacted available to pay to such person whose approval or consent is being solicited any cash or other consideration in excess of $1,000, make any commitment or incur any liability or other obligation in excess of $1,000 due to such person and (ii) no party or its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation (provided, however, that such party shall give the other parties hereto the opportunity to make such payments)party. (e) As promptly as practicable and in any event prior to the Closing, the Company shall provide Parent with satisfactory evidence that the Company and its subsidiaries have used its commercially reasonable efforts to execute any instruments, send any notices and take any other actions that are, in each case, (i) reasonably requested by Parent in connection with its efforts to obtain the Additional Financing, (ii) capable of being effectuated within the period commencing on the date of the request and ending on the Termination Date and (iii) so requested to comply with the provisions of the Federal Assignment of Claims Act in respect of any Material Contract with a Governmental Entity. (f) Notwithstanding the foregoing or any other provision For purposes of this Agreement, nothing in this Section 7.5 shall limit a party’s right “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, the Federal Trade Commission Act, as amended, any filings required under the applicable requirements of antitrust or other competition laws of jurisdictions other than the United States or investment laws relating to terminate this Agreement pursuant foreign ownership, and all other Laws that are designed or intended to Section 9.1(b) so long as such party hasprohibit, until restrict or regulate actions having the time purpose or effect of such termination, complied in all material respects with its obligations under this Section 7.5monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its commercially 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 laws and regulations to consummate the Merger Acquisition and the other transactions contemplated by this AgreementAgreement as promptly as practicable and no party hereto shall take or cause to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of the Acquisition. (ba) In furtherance and not in limitation of the covenants of the parties Parties contained in Section 7.5(a7.7(a), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by any U.S. or foreign Governmental Entity Body or any private party challenging any of the transactions contemplated hereby or that which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub WFOE, Target, and the Company each Target Shareholder shall use its commercially reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits that, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner that would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner that would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries or the conducting of its business in a manner that would resolve such objections or suits. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably be expected to delay the consummation of the transactions contemplated hereby beyond the Termination Date. (cb) In the event that any administrative or judicial investigation, suit, action or other proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body or private party challenging the Merger or any other transaction transactions contemplated by this Agreement, or any other agreement contemplated hereby, or that otherwise would reasonably be expected to prevent, impede or delay the Acquisition or the satisfaction of any condition set forth in ARTICLE 8, each of Parent, Merger Sub Target and the Company Target Shareholder shall cooperate in all respects good faith with each other and use its respective commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions Acquisition contemplated by this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), none of the Company or any of its subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration in excess of $1,000, make any commitment or incur any liability or other obligation in excess of $1,000 due to such person and (ii) no party or its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation (provided, however, that such party shall give the other parties hereto the opportunity to make such payments). (e) As promptly as practicable and in any event prior to the Closing, the Company shall provide Parent with satisfactory evidence that the Company and its subsidiaries have used its commercially reasonable efforts to execute any instruments, send any notices and take any other actions that are, in each case, (i) reasonably requested by Parent in connection with its efforts to obtain the Additional Financing, (ii) capable of being effectuated within the period commencing on the date of the request and ending on the Termination Date and (iii) so requested to comply with the provisions of the Federal Assignment of Claims Act in respect of any Material Contract with a Governmental Entity. (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.5 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) so long as such party has, until the time of such termination, complied in all material respects with its obligations under this Section 7.5.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its commercially 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 laws and regulations to consummate the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable and no party hereto shall take or cause to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of the Merger. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 7.5(a), herein if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by any U.S. or foreign Governmental Entity Body or any private party challenging any of the transactions contemplated hereby or that which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company shall use its commercially reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits that, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner that would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner that would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries or the conducting of its business in a manner that would resolve such objections or suits. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably be expected to delay the consummation of the transactions contemplated hereby beyond the Termination Date. (c) In Subject to the limitations set forth herein, in the event that any administrative or judicial investigation, suit, action or other proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, or that otherwise would reasonably be expected to prevent, impede or delay the Merger, or any such transaction or the satisfaction of any condition, each of Parent, Merger Sub and the Company shall cooperate in all respects good faith with each other and use its respective commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), none of the Company or any of its subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration in excess of $1,000, make any commitment or incur any liability or other obligation in excess of $1,000 due to such person and (ii) no party or its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation (provided, however, that such party shall give the other parties hereto the opportunity to make such payments). (e) As promptly as practicable and in any event prior to the Closing, the Company shall provide Parent with satisfactory evidence that the Company and its subsidiaries have used its commercially reasonable efforts to execute any instruments, send any notices and take any other actions that are, in each case, (i) reasonably requested by Parent in connection with its efforts to obtain the Additional Financing, (ii) capable of being effectuated within the period commencing on the date of the request and ending on the Termination Date and (iii) so requested to comply with the provisions of the Federal Assignment of Claims Act in respect of any Material Contract with a Governmental Entity. (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.5 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) so long as such party has, until the time of such termination, complied in all material respects with its obligations under this Section 7.5.