WITH EACH OTHER BEFORE
ISSUING ANY PRESS RELEASE OR OTHERWISE MAKING ANY PUBLIC STATEMENT WITH RESPECT
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, UNLESS OTHERWISE
REQUIRED BY LAW OR BY OBLIGATIONS PURSUANT TO ANY LISTING AGREEMENT WITH OR
RULES OF ANY SECURITIES EXCHANGE, IN WHICH CASE THE PARTY REQUIRED TO ISSUE SUCH
PRESS RELEASE OR PUBLIC ANNOUNCEMENT SHALL ALLOW THE OTHER PARTY A REASONABLE
OPPORTUNITY TO COMMENT ON SUCH PRESS RELEASE OR PUBLIC ANNOUNCEMENT IN ADVANCE
OF SUCH ISSUANCE TO THE EXTENT PRACTICABLE.
8
5.5
CONSENTS; COMMERCIALLY REASONABLE EFFORTS.
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT,
EACH OF THE PARTIES HERETO SHALL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE, OR
CAUSE TO BE TAKEN, ALL ACTIONS, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS
NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS TO CONSUMMATE AND MAKE
EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS PROMPTLY AS
PRACTICABLE, INCLUDING, WITHOUT LIMITATION:
(I) THE PROMPT PREPARATION AND
FILING OF ALL FORMS, REGISTRATIONS AND NOTICES REQUIRED TO BE FILED TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TAKING OF
SUCH COMMERCIALLY REASONABLE ACTIONS AS ARE NECESSARY TO OBTAIN ANY REQUISITE
CONSENTS, ORDERS, EXEMPTIONS OR WAIVERS BY ANY GOVERNMENTAL AUTHORITY OR ANY
OTHER PERSON; AND (II) USING COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE
SATISFACTION OF ALL CONDITIONS TO CLOSING.
EACH PARTY SHALL PROMPTLY CONSULT
WITH THE OTHERS WITH RESPECT TO, PROVIDE ANY NECESSARY INFORMATION WITH RESPECT
TO, AND PROVIDE THE OTHER (OR ITS COUNSEL) COPIES OF, ALL FILINGS MADE BY SUCH
PARTY WITH ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON OR ANY OTHER
INFORMATION SUPPLIED BY SUCH PARTY TO A GOVERNMENTAL AUTHORITY OR ANY OTHER
PERSON IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY.
(B)
EACH PARTY HERETO SHALL PROMPTLY INFORM THE OTHERS OF ANY
COMMUNICATION FROM ANY GOVERNMENTAL AUTHORITY REGARDING THE ACQUISITION.
IF ANY
PARTY OR AFFILIATE THEREOF RECEIVES A REQUEST FOR ADDITIONAL INFORMATION OR
DOCUMENTARY MATERIAL FROM ANY SUCH GOVERNMENTAL AUTHORITY WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THEN SUCH PARTY WILL ENDEAVOR IN
GOOD FAITH TO MAKE, OR CAUSE TO BE MADE, AS SOON AS REASONABLY PRACTICABLE AND
AFTER CONSULTATION WITH THE OTHER PARTY, AN APPROPRIATE RESPONSE IN COMPLIANCE
WITH SUCH REQUEST.
5.6
FURTHER ASSURANCES.
ALL DELIVERIES, PAYMENTS AND OTHER
TRANSACTIONS AND DOCUMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREIN
SHALL BE INTERDEPENDENT AND NONE SHALL BE EFFECTIVE UNLESS AND UNTIL ALL ARE
EFFECTIVE (EXCEPT TO THE EXTENT THAT THE PARTY ENTITLED TO THE BENEFIT THEREOF
HAS WAIVED IN WRITING SATISFACTION OR PERFORMANCE THEREOF AS A CONDITION
PRECEDENT TO CLOSING).
SELLER SHALL, UPON THE REQUEST OF PURCHASER, IN A TIMELY
MANNER ON AND AFTER THE CLOSING DATE EXECUTE AND DELIVER TO PURCHASER SUCH OTHER
DOCUMENTS, RELEASES, ASSIGNMENTS AND OTHER INSTRUMENTS AS MAY BE REASONABLY
REQUIRED TO EFFECTUATE COMPLETELY THE TRANSFER AND ASSIGNMENT TO PURCHASER OF
SELLER'S RIGHTS TO THE SHARES.
5.7
COMPLIANCE BY THE COMPANY.
FROM THE DATE OF THIS AGREEMENT UNTIL
THE CLOSING, PURCHASER AND SELLER