Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: (a) make promptly its respective filings, and thereafter make any other required submissions, under any applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions; and (b) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, neither Purchaser nor Parent will be required by this Section 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: (i) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective Subsidiaries; (ii) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its Affiliates' other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (ai) if required, make promptly its respective filings, and thereafter make any other required submissions, under any applicable foreignthe HSR Act and, federal or state antitrustif applicable, competition or fair trade Laws non-U.S. antitrust laws with respect to the Transactions; and Transactions and (bii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries its Subsidiary as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, ; provided that neither Purchaser nor Parent will be required by this Section 6.09 9.05 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective Subsidiaries; subsidiaries or (iiB) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries its Subsidiary or any portion thereof or any of Parent's or its Affiliatesaffiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (a) make promptly its respective filings, and thereafter make any other required submissions, under any applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions; and Transactions and (b) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, ; provided that neither Purchaser nor Parent will be required by this Section 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (i) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective Subsidiaries; subsidiaries or (ii) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its Affiliatesaffiliates' other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (ai) make promptly its respective filings, and thereafter make any other required submissions, under any applicable foreign, federal or state antitrust, competition or fair trade Laws the HSR Act with respect to the Transactions; and transactions contemplated by this Agreement and (bii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill transactions contemplated by this Agreement; provided that the conditions to the Offer and the Merger. However, neither Purchaser nor Parent will not be required by this Section 6.09 6.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires the divestiture of any assets of any of the Purchaser, Parent, the Company or any of their respective Subsidiaries; its subsidiaries or the Assets or (iiB) limits Parentthe Purchaser's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries Assets or any portion thereof or any of Parentthe Purchaser's or its Affiliatesaffiliates' other assets or businesses. In case, at any time after the Effective TimeClosing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (ai) make promptly its respective filingsinitial filing under the HSR Act with respect to the Transactions within five business days of the date of this Agreement, and thereafter make any other required submissionssubmissions promptly, under any applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions; and and (bii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, ; provided that neither Purchaser nor Parent will be required by this Section 6.09 7.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective Subsidiaries; subsidiaries or (iiB) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its Affiliatesaffiliates' other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, 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 restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (a) make promptly its respective filings, and thereafter make any other required submissions, under any applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions; and Transactions and (b) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvalsapprovals (including the VPSB Approval), authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, ; provided that neither Purchaser nor Parent will be required by this Section 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (i) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective Subsidiaries; subsidiaries or (ii) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its Affiliatesaffiliates' other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (ai) make promptly its respective filings, and thereafter make any other required submissions, under any the HSR Act or other applicable foreign, federal or state antitrust, competition or of fair trade Laws with respect to the Transactions; and Transactions and (bii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, ; provided that neither Purchaser Merger Sub nor Parent will be required by this Section 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires the divestiture of any assets of any of PurchaserMerger Sub, Parent, the Company or any of their respective Subsidiaries; subsidiaries or (iiB) limits Parent's ’s freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's ’s or its Affiliates' affiliates’ other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: (a) make promptly its respective filings, and thereafter make any other required submissions, under any applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions; and (b) Parties shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are reasonably necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and Completion; provided that neither the Merger. However, neither Purchaser nor Parent the Seller will be required by this Section 6.09 6.05 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (ia) requires the divestiture of any assets of any of the Purchaser, Parent, the Company LNM or any of their respective Subsidiaries; LNM Subsidiary or (iib) limits Parent's the Purchaser’s or LNM’s freedom of action with respect to, or its ability to retain, the Company LNM and the LNM Subsidiaries or any portion thereof or any of Parent's the Purchaser’s or its Affiliates' ’ other assets or businesses, as the case may be. In casethe event that, at any time after the Effective TimeCompletion, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement of the Parties shall use their reasonable best efforts to take all such action. The Parties acknowledge and agree that they shall use all reasonable efforts to cause the Completion to occur by December 31, 2004 or as soon as reasonably practicable thereafter.

Further Action; Reasonable Best Efforts. xxx) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (ai) make promptly its respective filingsinitial filing under the HSR Act with respect to the Transactions within five business days of the date of this Agreement, and thereafter make any other required submissionssubmissions promptly, under any applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions; and and (bii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, ; provided that neither Purchaser nor Parent will be required by this Section 6.09 7.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective Subsidiaries; subsidiaries or (iiB) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its Affiliatesaffiliates' other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (a) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, 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 restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (ai) make promptly its respective filings, and thereafter make any other required submissions, under any applicable foreign, federal or state antitrust, competition or fair trade Laws the HSR Act with respect to the Transactions; and Merger and other transactions contemplated by this Agreement and (bii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the TransactionsMerger and other transactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries Subsidiary as are necessary for the consummation of the Transactions Merger and other transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. However, ; provided that neither Purchaser Merger Sub nor Parent will be required by this Section 6.09 7.07 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires the divestiture of any assets of any of PurchaserMerger Sub, Parent, the Company or any of their respective Subsidiaries; subsidiaries, or (iiB) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries Subsidiary or any portion thereof or any of Parent's or its Affiliatesaffiliates' other assets or businesses. In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: Issuer, on the one hand, and the Principal Company Shareholders, on the other hand, shall (ai) make (or cause to be made) promptly its respective filings, and thereafter make any other required submissions, under any applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions; and Transactions and (bii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and Company, the Subsidiaries Issuer or their respective subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and Share Exchange; provided that none of the Merger. HoweverIssuer, neither Purchaser nor Parent the Principal Company Shareholders or the Company will be required by this Section 6.09 6.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires requires, before or after the Closing, the divestiture of any of its material assets or of any of the material assets of any of Purchaserits subsidiaries or (B) limits, Parentbefore or after the Closing, the Company or any of their respective Subsidiaries; (ii) limits Parent's its freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries any of its assets or any portion thereof businesses or any of Parent's or its Affiliates' other the assets or businessesbusinesses of its subsidiaries. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall (ai) make promptly its respective filings, and thereafter make any other required submissions, under any the HSR Act or other applicable foreign, federal or state antitrust, competition or of fair trade Laws with respect to the Transactions; and Transactions and (bii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, ; PROVIDED that neither Purchaser Merger Sub nor Parent will be required by this Section 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires the divestiture of any assets of any of PurchaserMerger Sub, Parent, the Company or any of their respective Subsidiaries; subsidiaries or (iiB) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its Affiliatesaffiliates' other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall: shall promptly after the date of this Agreement (ai) make promptly its respective filings, and thereafter make any other required submissions, under any applicable foreign, federal or state antitrust, competition or fair trade Laws the HSR Act with respect to the Transactions; and Transactions and (bii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. However, ; provided that neither Purchaser Merger Sub nor Parent will be required by this Section 6.09 8.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that: that (iA) requires the divestiture of any assets of any of PurchaserMerger Sub, Parent, the Company or any of their respective Subsidiaries; subsidiaries or (iiB) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its Affiliatesaffiliates' other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.