definiens: commercially reasonable efforts " means the exercise of such efforts and commitment of such resources by a company with substantially the same resources ( without regard to the portion of the Option Consideration received by the Company or the Rights Proceeds or any interest thereon ) and expertise as the Company, with due regard to the nature of efforts and cost required for the undertaking at stake . ] ( c ) The Company and Optionee shall act diligently and reasonably, and shall cooperate with each other, in attempting to obtain any consents and approvals of any Govemmental Body required to be obtained by them in order to consummate the transactions contemplated by the Merger Agreement, other than under the HSR Act ; provided, that if Optionee determines, in its sole discretion, to make the filings required under the HSR Act, the parties shall comply with the provisions of paragraph ( d ) below ; provided further that the Company shall not make any agreement or understanding adversely affecting its assets or its business as a condition for obtaining any consents or approvals described in this Section S.3(c ) except with the prior written consent of Optionee