REGIONAL SECURITIES EXCHANGE OR MARKET.
THE SELLER SHALL USE
28
COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE COMPANY AND ITS SUBSIDIARIES TO
COMPLY WITH THE PRECEDING SENTENCE.
THE PARTIES SHALL AGREE UPON THE TEXT OF
THE JOINT PRESS RELEASE ANNOUNCING THE EXECUTION OF THIS AGREEMENT.
5.4
REGULATORY FILINGS; REASONABLE EFFORTS.
(A)
REGULATORY FILINGS.
EACH OF SELLER AND
PURCHASER SHALL COORDINATE AND COOPERATE WITH ONE ANOTHER AND SHALL EACH USE
COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH, AND SHALL EACH REFRAIN FROM
TAKING ANY ACTION THAT WOULD IMPEDE COMPLIANCE WITH, ALL LEGAL REQUIREMENTS,
AND, AS PROMPTLY AS PRACTICABLE AFTER THE DATE HEREOF, EACH OF SELLER AND
PURCHASER SHALL MAKE (OR CAUSE TO BE MADE) ALL FILINGS, NOTICES, PETITIONS,
STATEMENTS, REGISTRATIONS, SUBMISSIONS OF INFORMATION, APPLICATION OR SUBMISSION
OF OTHER DOCUMENTS REQUIRED BY ANY GOVERNMENTAL ENTITY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING (I) NOTIFICATION AND REPORT FORMS
WITH THE UNITED STATES FEDERAL TRADE COMMISSION (THE "FTC") AND THE ANTITRUST
DIVISION OF THE UNITED STATES DEPARTMENT OF JUSTICE ("DOJ") AS REQUIRED BY THE
HSR ACT, (II) ANY OTHER FILING NECESSARY TO OBTAIN ANY NECESSARY CONSENT,
(III) FILINGS UNDER ANY OTHER COMPARABLE PRE-MERGER NOTIFICATION FORMS REQUIRED
BY THE MERGER NOTIFICATION OR CONTROL LAWS OF ANY APPLICABLE JURISDICTION, AND
(IV) ANY FILINGS REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ANY APPLICABLE STATE OR SECURITIES
OR "BLUE SKY" LAWS AND THE SECURITIES LAWS OF ANY FOREIGN COUNTRY, OR ANY OTHER
LEGAL REQUIREMENT RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH OF SELLER AND PURCHASER WILL CAUSE ALL DOCUMENTS THAT IT IS RESPONSIBLE FOR
FILING WITH ANY GOVERNMENTAL ENTITY UNDER THIS SECTION 5.4 TO COMPLY IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LEGAL REQUIREMENTS.
(B)
EXCHANGE OF INFORMATION.
SELLER AND
PURCHASER EACH SHALL PROMPTLY SUPPLY THE OTHER WITH ANY INFORMATION WHICH MAY
REASONABLY BE REQUIRED IN ORDER TO EFFECTUATE ANY FILINGS OR APPLICATION
PURSUANT TO SECTION 5.4.
EXCEPT WHERE PROHIBITED BY APPLICABLE LEGAL
REQUIREMENTS, AND SUBJECT TO THE CONFIDENTIALITY AGREEMENTS AND ANY JOINT
DEFENSE AGREEMENT ENTERED INTO BETWEEN THE PARTIES OR THEIR COUNSEL, EACH OF THE
SELLER AND PURCHASER SHALL CONSULT WITH THE OTHER PRIOR TO TAKING A POSITION
WITH RESPECT TO ANY SUCH FILING, SHALL PERMIT THE OTHER TO REVIEW AND DISCUSS IN
ADVANCE, AND CONSIDER IN GOOD FAITH THE VIEWS OF THE OTHER IN CONNECTION WITH
ANY ANALYSES, APPEARANCES, PRESENTATIONS, MEMORANDA, BRIEFS, WHITE PAPERS,
ARGUMENTS, OPINIONS AND PROPOSALS BEFORE MAKING OR SUBMITTING ANY OF THE
FOREGOING TO ANY GOVERNMENTAL ENTITY BY OR ON BEHALF OF ANY PARTY HERETO IN
CONNECTION WITH ANY INVESTIGATIONS OR PROCEEDINGS IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING UNDER ANY ANTITRUST
OR FAIR TRADE LEGAL REQUIREMENT), COORDINATE WITH THE OTHER IN PREPARING AND
EXCHANGING SUCH INFORMATION AND PROMPTLY PROVIDE THE OTHER (AND ITS COUNSEL)
WITH COPIES OF ALL FILINGS, PRESENTATIONS OR SUBMISSIONS (AND A SUMMARY OF ANY
ORAL PRESENTATIONS) MADE BY SUCH PARTY WITH ANY GOVERNMENTAL ENTITY IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED