BY ANY GOVERNMENTAL ENTITY WITH RESPECT TO THE MERGER SO AS TO ENABLE
THE CLOSING TO OCCUR AS SOON AS REASONABLY POSSIBLE (AND IN ANY EVENT NO LATER
THAN THE END DATE (AS HEREINAFTER DEFINED)), INCLUDING, WITHOUT LIMITATION (X)
PROPOSING, NEGOTIATING, COMMITTING TO AND EFFECTING, BY CONSENT DECREE, HOLD
SEPARATE ORDER, TRUST OR OTHERWISE, THE SALE, DIVESTITURE OR DISPOSITION OF SUCH
ASSETS OR BUSINESSES OF THE ESOP OR ITS SUBSIDIARIES OR AFFILIATES OR OF THE
COMPANY OR ITS SUBSIDIARIES AND (Y) OTHERWISE TAKING OR COMMITTING TO TAKE
ACTIONS THAT AFTER THE CLOSING DATE WOULD LIMIT THE FREEDOM OF THE ESOP OR ITS
SUBSIDIARIES' (INCLUDING THE SURVIVING CORPORATION'S) OR AFFILIATES' FREEDOM OF
ACTION WITH RESPECT TO, OR ITS ABILITY TO RETAIN, ONE OR MORE OF ITS OR ITS
SUBSIDIARIES' (INCLUDING THE SURVIVING CORPORATION'S) BUSINESSES, PRODUCT LINES
OR ASSETS, IN EACH CASE AS MAY BE REQUIRED IN ORDER TO AVOID THE ENTRY OF, OR TO
EFFECT THE DISSOLUTION OF, ANY INJUNCTION, TEMPORARY RESTRAINING ORDER OR OTHER
ORDER IN ANY SUIT OR PROCEEDING WHICH WOULD OTHERWISE HAVE THE EFFECT OF
PREVENTING OR MATERIALLY DELAYING THE CLOSING, (IV) PROMPTLY INFORM THE OTHER
PARTY UPON RECEIPT OF ANY MATERIAL COMMUNICATION FROM THE FCC, THE UNITED STATES
FEDERAL TRADE COMMISSION, THE ANTITRUST DIVISION OF THE UNITED STATES DEPARTMENT
OF JUSTICE OR ANY OTHER GOVERNMENTAL ENTITY REGARDING ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND (V) SUBJECT TO APPLICABLE LEGAL LIMITATIONS
AND THE INSTRUCTIONS OF ANY GOVERNMENTAL ENTITY, KEEP EACH OTHER APPRISED OF THE
STATUS OF MATTERS RELATING TO THE COMPLETION OF THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING PROMPTLY FURNISHING THE OTHER WITH COPIES OF NOTICES OR OTHER
COMMUNICATIONS RECEIVED BY THE COMPANY OR THE ESOP, AS THE CASE MAY BE, OR ANY
OF THEIR RESPECTIVE SUBSIDIARIES, FROM ANY THIRD PARTY AND/OR ANY GOVERNMENTAL
ENTITY WITH RESPECT TO SUCH TRANSACTIONS.
THE COMPANY AND THE ESOP SHALL PERMIT
COUNSEL FOR THE OTHER PARTY REASONABLE OPPORTUNITY TO REVIEW IN ADVANCE, AND
CONSIDER IN GOOD FAITH THE VIEWS OF THE OTHER PARTY IN CONNECTION WITH, ANY
PROPOSED WRITTEN
40
COMMUNICATION TO ANY GOVERNMENTAL ENTITY.
EACH OF THE COMPANY AND THE ESOP
AGREES NOT TO (A) PARTICIPATE IN ANY SUBSTANTIVE MEETING OR DISCUSSION, EITHER
IN PERSON OR BY TELEPHONE, WITH ANY GOVERNMENTAL ENTITY IN CONNECTION WITH THE
PROPOSED TRANSACTIONS UNLESS IT CONSULTS WITH THE OTHER PARTY IN ADVANCE AND, TO
THE EXTENT NOT PROHIBITED BY SUCH GOVERNMENTAL ENTITY, GIVES THE OTHER PARTY THE
OPPORTUNITY TO ATTEND AND PARTICIPATE, (B) EXTEND ANY WAITING PERIOD UNDER THE
HSR ACT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY (SUCH CONSENT NOT
TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED) OR (C) ENTER INTO ANY
AGREEMENT WITH ANY GOVERNMENTAL ENTITY NOT TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED).
(C)
IN FURTHERANCE AND NOT IN LIMITATION OF THE COVENANTS OF THE
PARTIES CONTAINED IN THIS SECTION 5.6, IF ANY ADMINISTRATIVE OR JUDICIAL ACTION
OR PROCEEDING,