ASSUME THE OBLIGATIONS SET FORTH IN THIS SECTION 5.9.
(D)
THE PROVISIONS OF THIS SECTION 5.9 ARE INTENDED TO BE FOR THE
BENEFIT OF, AND SHALL BE ENFORCEABLE BY, EACH PERSON WHO WILL HAVE BEEN A
DIRECTOR OR OFFICER OF PARENT FOR ALL PERIODS ENDING ON OR BEFORE THE CLOSING
DATE AND MAY NOT BE CHANGED WITHOUT THE CONSENT OF COMMITTEE REFERRED TO IN
SECTION 1.11(A).
5.10
PUBLIC DISCLOSURE.
FROM THE DATE OF THIS AGREEMENT UNTIL CLOSING
OR TERMINATION, THE PARTIES SHALL COOPERATE IN GOOD FAITH TO JOINTLY PREPARE ALL
PRESS RELEASES AND PUBLIC ANNOUNCEMENTS PERTAINING TO THIS AGREEMENT AND THE
TRANSACTIONS GOVERNED BY IT, AND NO PARTY SHALL ISSUE OR OTHERWISE MAKE ANY
PUBLIC ANNOUNCEMENT OR COMMUNICATION PERTAINING TO THIS AGREEMENT OR THE
TRANSACTION WITHOUT THE PRIOR CONSENT OF PARENT (IN THE CASE OF THE COMPANY) OR
THE COMPANY (IN THE CASE OF PARENT), EXCEPT AS REQUIRED BY ANY LEGAL REQUIREMENT
OR BY THE RULES AND REGULATIONS OF, OR PURSUANT TO ANY AGREEMENT OF A STOCK
EXCHANGE OR TRADING SYSTEM.
EACH PARTY WILL NOT UNREASONABLY WITHHOLD APPROVAL
FROM THE OTHERS WITH RESPECT TO ANY PRESS RELEASE OR PUBLIC ANNOUNCEMENT.
IF
ANY PARTY DETERMINES WITH THE ADVICE OF COUNSEL THAT IT IS REQUIRED TO MAKE THIS
AGREEMENT AND THE TERMS OF THE TRANSACTION PUBLIC OR OTHERWISE ISSUE A PRESS
RELEASE OR MAKE PUBLIC DISCLOSURE WITH RESPECT THERETO, IT SHALL, AT A
REASONABLE TIME BEFORE MAKING ANY PUBLIC DISCLOSURE, CONSULT WITH THE OTHER
PARTY REGARDING SUCH DISCLOSURE, SEEK SUCH CONFIDENTIAL TREATMENT FOR SUCH TERMS
OR PORTIONS OF THIS AGREEMENT OR THE TRANSACTION AS MAY BE REASONABLY REQUESTED
BY THE OTHER PARTY AND DISCLOSE ONLY SUCH INFORMATION AS IS LEGALLY COMPELLED TO
BE DISCLOSED.
THIS PROVISION WILL NOT APPLY TO COMMUNICATIONS BY ANY PARTY TO
ITS COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS.
NOTWITHSTANDING THE
FOREGOING, THE PARTIES HERETO AGREE THAT PROMPTLY AS PRACTICABLE AFTER THE
EXECUTION OF THIS AGREEMENT, PARENT WILL FILE WITH THE SEC A CURRENT REPORT ON
FORM 8-K PURSUANT TO THE EXCHANGE ACT TO REPORT THE EXECUTION OF THIS AGREEMENT,
WITH RESPECT TO WHICH PARENT SHALL CONSULT WITH THE COMPANY. PARENT SHALL
PROVIDE TO COMPANY FOR REVIEW AND COMMENT A DRAFT OF THE CURRENT REPORT ON FORM
8-K PRIOR TO FILING WITH THE SEC; PROVIDED THAT UNLESS OBJECTED TO BY THE
COMPANY BY WRITTEN NOTICE GIVEN TO PARENT WITHIN TWO (2) DAYS AFTER DELIVERY TO
THE COMPANY SPECIFYING THE LANGUAGE TO WHICH REASONABLE OBJECTION IS TAKEN, ANY
LANGUAGE INCLUDED IN SUCH CURRENT REPORT SHALL BE DEEMED TO HAVE BEEN APPROVED
BY THE COMPANY AND MAY BE FILED WITH SEC AND USED IN OTHER FILINGS MADE BY
PARENT WITH THE SEC.
5.11
REASONABLE EFFORTS.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THIS AGREEMENT, EACH OF THE PARTIES AGREES TO USE ITS COMMERCIALLY
REASONABLE 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