Common use of Standard of Efforts Clause in Contracts

Standard of Efforts. Except as otherwise specified herein (including pursuant to Section 6.3), each of the Company, Parent and Merger Sub agrees to use its commercially reasonable efforts to take, or cause to be taken (and Parent shall cause Merger Sub, and shall use its best efforts to cause its direct and indirect parent companies, to take or cause to be taken), all action, 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 Offer, the Merger and the other Transactions, including (a) obtaining all consents, approvals, authorizations and actions or nonactions required for the consummation by the parties hereto of the Offer, the Merger and the other Transactions as contemplated by and pursuant to the terms and conditions of this Agreement (including any required filings under applicable Antitrust Laws), (b) the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (c) the obtaining of all necessary consents from third parties to Company Material Contracts, and (d) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party that is not a Governmental Authority to obtain any consent or approval required for the consummation of the Offer or the Merger except as set forth in Section 6.5 of the Company Disclosure Letter. The Company, Parent and Merger Sub agree that they shall consult with each other with respect to the obtaining of all such necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities.

Standard of Efforts. Except as otherwise specified herein (including pursuant to Section 6.3), each of the Company, Parent and Merger Sub agrees to use its commercially reasonable best efforts to take, or cause to be taken (and Parent shall cause Merger Sub, and shall use its best efforts to cause its direct and indirect parent companies, Sub to take or cause to be taken), all action, 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 Offer, the Merger and the other Transactions, including (a) obtaining all consents, approvals, authorizations and actions or nonactions required for the consummation by the parties hereto of the Offer, the Merger and the other Transactions as contemplated by and pursuant to the terms and conditions of this Agreement (including any required filings under applicable Antitrust Lawsor necessary action to obtain approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority), (b) the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, Authority (c) the obtaining of all necessary consents from third parties to Company Material Contracts, Contracts and (d) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries Parent be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party that is not a Governmental Authority Third Party to obtain any consent or approval required for the consummation of the Offer or the Merger except as set forth in Section 6.5 of the Company Disclosure LetterMerger. The Company, Parent and Merger Sub agree that they shall consult with each other with respect to the obtaining of all such necessary permits, consents, approvals and authorizations of all third parties Third Parties and Governmental Authorities.