Best Efforts. On or prior to the Closing, Seller will, to the extent permitted by applicable laws, rules and regulations, take such actions and execute and deliver all such agreements, documents, certificates or amendments to this Agreement as may be necessary or desirable to effectuate the provisions and intent of this Agreement.

Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in [Section 6 and 7]7] of this Agreement.

Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best 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 Acquisition and the other transactions contemplated by this Agreement. UBI and NOVA will use their best efforts and cooperate with one another # in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations as may be required to transfer the assets and related liabilities of NOVA to the Parent Corporation in the Acquisition, in connection with the transactions contemplated by this Agreement, and # in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. UBI and NOVA shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Acquisition.

Best Efforts. Exercise its best efforts to comply with the subscription procedures and plan of distribution set forth in the Prospectus;

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, including using reasonable best efforts to accomplish the following: # the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, # the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, # the obtaining of such material consents, approvals or waivers from third parties required as a result of the Merger, including the consents referred to in [Schedule 2.5] of the Company Schedules, # the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and # the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require BRPA or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Best Efforts. TLC Hong Kong shall use its commercially best efforts to Commercialize and sell reasonable quantities of the TLC Products in the China Territory and to stimulate and increase interest in the TLC Products in the China Territory. TLC Hong Kong shall use commercially best efforts to commit sales, marketing, and accounting management and servicing resources and to provide marketing and promotional materials and efforts for the TLC Products in the China Territory.

Employment Position; Duties. You will be employed as the Company’s Chief Financial Officer. In this position, you will continue to report directly to the Company’s Chief Executive Officer, and you will have those duties and responsibilities as are customary for this position. You will work from the Company’s offices in Palo Alto, and your position may require business travel. During the term of your employment with the Company you will devote your full business time, skill and attention to your duties and responsibilities, and will perform them faithfully, diligently and competently, and you will use your best efforts to further the business of the Company.

Employee shall devote working time, attention, knowledge, and skills to Employer's business interests and shall do so in good faith, with best efforts, and to the reasonable satisfaction of the Employer. It is understood that the Employee has other business interests that may demand substantial time and may present conflicts of interest to the Company.

Executive shall perform his duties and responsibilities to the best of his professional skill and ability. In all such matters, Executive will act in good faith, in the best interests of the Company.

Best Efforts. Employee agrees, as long as this Agreement is in effect, to devote her best efforts, time and attention to the business of Employer, and to the performance of such executive, managerial and supervisory duties as may be required of her during the term of this Agreement.