transactions contemplated by this Agreement or any Voting Agreement.
8.7.
Confidentiality Agreements.
The parties acknowledge that the
Company and the Parent entered into the Confidentiality Agreement, which
Confidentiality Agreement shall continue in full force and effect in accordance
with its terms until the earlier of (a) the Effective Time or (b) the expiration
of the Confidentiality Agreement according to its terms.
Subject to Section 6.3
hereto, without the prior written consent of Parent, neither the Company nor any
Company Subsidiary will waive or fail to enforce any provision of any
confidentiality or similar agreement which the Company or any Company Subsidiary
has entered into in connection with any completed or proposed business
combination relating to the Company or such Company Subsidiary.
8.8.
FINANCING ARRANGEMENTS.
(A)
PARENT AND ACQUIROR SHALL USE ALL REASONABLE EFFORTS TO TAKE, OR
CAUSE TO BE TAKEN, ALL ACTIONS AND DO, OR CAUSE TO BE DONE, ALL THINGS
NECESSARY, PROPER OR ADVISABLE TO ARRANGE THE FINANCING ON THE TERMS AND
CONDITIONS DESCRIBED IN THE COMMITMENT LETTER, INCLUDING USING ALL REASONABLE
EFFORTS TO (I) SATISFY ON A TIMELY BASIS ALL CONDITIONS APPLICABLE TO PARENT AND
ACQUIROR TO OBTAINING THE FINANCING SET FORTH THEREIN, (II) PRIOR TO THE LAST
DAY OF THE MARKETING PERIOD, NEGOTIATE AND ENTER INTO DEFINITIVE AGREEMENTS WITH
RESPECT THERETO ON THE TERMS AND CONDITIONS CONTEMPLATED BY THE COMMITMENT
LETTER (INCLUDING ANY RELATED FLEX PROVISIONS) OR ON OTHER TERMS IN THE
AGGREGATE NOT MATERIALLY LESS FAVORABLE TO PARENT AND IN NO EVENT LESS FAVORABLE
AS TO PRICING AND OTHER ECONOMIC TERMS (AS DETERMINED IN THE GOOD FAITH
REASONABLE JUDGMENT OF PARENT), (III) TIMELY PREPARE THE NECESSARY OFFERING
CIRCULARS, PRIVATE PLACEMENT MEMORANDA, OR OTHER OFFERING DOCUMENTS OR MARKETING
MATERIALS WITH RESPECT TO THE FINANCING, (IV) COMMENCE THE SYNDICATION
ACTIVITIES CONTEMPLATED BY THE COMMITMENT LETTER WITHIN SEVEN (7) DAYS FOLLOWING
THE INITIATION DATE AND (V) CONSUMMATE THE FINANCING AT OR PRIOR
64
TO CLOSING.
PARENT SHALL GIVE THE COMPANY PROMPT NOTICE (A) OF ANY MATERIAL
BREACH BY ANY PARTY OF THE COMMITMENT LETTER OF WHICH PARENT OR ACQUIROR BECOMES
AWARE, (B) IF AND WHEN PARENT OR ACQUIROR BECOMES AWARE THAT ANY PORTION OF THE
FINANCING CONTEMPLATED BY THE COMMITMENT LETTER WILL NOT BE AVAILABLE TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (C) OF ANY
TERMINATION OF THE COMMITMENT LETTER.
PARENT AND ACQUIROR SHALL KEEP THE
COMPANY INFORMED ON A REASONABLY CURRENT BASIS IN REASONABLE DETAIL OF THE
STATUS OF THEIR EFFORTS TO ARRANGE THE FINANCING OR ALTERNATIVE FINANCING AND
PROVIDE TO THE COMPANY COPIES OF EXECUTED COPIES OF THE DEFINITIVE DOCUMENTS
RELATED TO THE FINANCING OR ALTERNATIVE FINANCING (EXCLUDING ANY FEE LETTERS,
ENGAGEMENT LETTERS OR OTHER AGREEMENTS THAT ARE CONFIDENTIAL BY THEIR TERMS).
IF ANY PORTION OF THE FINANCING BECOMES UNAVAILABLE ON THE TERMS AND CONDITIONS
CONTEMPLATED IN THE COMMITMENT LETTER, PARENT AND ACQUIROR SHALL USE ALL
REASONABLE EFFORTS TO ARRANGE TO OBTAIN ALTERNATIVE FINANCING, INCLUDING FROM
ALTERNATIVE SOURCES, ON TERMS NOT MATERIALLY LESS FAVORABLE TO PARENT IN THE
AGGREGATE AND IN NO EVENT LESS