Common use of Reasonable Efforts; Notification Clause in Contracts

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, and except where a different standard of efforts to be undertaken by the Company or Parent, as applicable, is expressly set forth in another Section or provision of this Agreement, each of Parent, Merger Sub, and the Company shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or non-actions, Permits, registrations, waivers, consents and approvals from Governmental Entities, the making of all necessary registrations and filings (including filings with Governmental Entities, if any), and the taking of all reasonable steps as may be necessary or desirable to obtain an approval, Permit, registration, or waiver from, or to avoid or terminate a Proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any

Appears in 1 contract

Sources: Merger Agreement (UCP, Inc.)

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, and except where a different standard of efforts to be undertaken by the Company or Parent, as applicable, is expressly set forth in another Section or provision of this Agreement, each of Parent, Merger Sub, and the Company shall parties agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other TransactionsTransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, Permits, registrationsnonactions, waivers, consents and approvals from any Governmental Entities, Entity and the making of all necessary registrations and filings (including filings with any Governmental EntitiesEntity, if any), ) and the taking of all reasonable steps as may be necessary or desirable to obtain an approval, Permit, registration, approval or waiver from, or to avoid an action or terminate a Proceeding proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of anyany lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other

Appears in 1 contract

Sources: Merger Agreement (First Alert Inc)