AUTHORITY AND ANY OTHER INFORMATION
SUPPLIED BY SUCH PARTY AND SUCH PARTY'S AFFILIATES TO A GOVERNMENTAL ANTITRUST
AUTHORITY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
EACH PARTY SHALL, SUBJECT TO APPLICABLE LAW, PERMIT COUNSEL FOR
THE OTHER PARTY TO REVIEW IN ADVANCE ANY PROPOSED WRITTEN AND, IF PRACTICABLE,
ORAL, COMMUNICATION TO ANY GOVERNMENTAL ANTITRUST AUTHORITY.
UPON THE TERMS AND
37
SUBJECT TO THE CONDITIONS HEREIN PROVIDED, IN CASE AT ANY TIME AFTER THE CLOSING
DATE ANY FURTHER ACTION IS NECESSARY OR DESIRABLE TO SECURE THE APPROVALS FROM
ANY AND ALL GOVERNMENTAL ANTITRUST AUTHORITIES NECESSARY TO CARRY OUT THE
PURPOSES OF THIS AGREEMENT, THE PROPER OFFICERS AND/OR DIRECTORS OF THE PARTIES
SHALL USE ALL REASONABLE EFFORTS TO TAKE OR CAUSE TO BE TAKEN ALL SUCH FURTHER
ACTION.
(C)
WITHOUT LIMITING THE GENERALITY OF THE UNDERTAKINGS AND
SUBSECTIONS (A) AND (B) OF THIS SECTION 6.03, THE COMPANY, PARENT AND MERGER SUB
AGREE TO TAKE OR CAUSE TO BE TAKEN THE FOLLOWING ACTIONS:
(I) PROVIDE AS
PROMPTLY AS PRACTICABLE INFORMATION AND DOCUMENTS REQUESTED BY ANY GOVERNMENTAL
ANTITRUST AUTHORITY NECESSARY, PROPER OR ADVISABLE TO PERMIT CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (II) TAKE, OR CAUSE TO BE TAKEN,
ALL ACTIONS NECESSARY, PROPER OR ADVISABLE TO OBTAIN THE APPROVAL FOR
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY ANY
GOVERNMENTAL ANTITRUST AUTHORITY, WHICH ACTIONS SHALL INCLUDE EACH OF PARENT AND
MERGER SUB'S AGREEMENT TO (X) SELL OR OTHERWISE DISPOSE OF, OR HOLD SEPARATE AND
AGREE TO SELL OR OTHERWISE DISPOSE OF, ANY ENTITIES, ASSETS OR FACILITIES OF THE
COMPANY OR A COMPANY SUBSIDIARY OR ANY ENTITY, FACILITY OR ASSET OF PARENT OR
ITS AFFILIATES, (Y) TERMINATE, AMEND OR ASSIGN SUCH EXISTING RELATIONSHIPS AND
CONTRACTUAL RIGHTS AND OBLIGATIONS (OTHER THAN TERMINATION THAT WOULD RESULT IN
A BREACH OF A CONTRACTUAL OBLIGATION TO A THIRD PARTY) AND (Z) AMEND, ASSIGN OR
TERMINATE SUCH EXISTING LICENSES OR OTHER AGREEMENTS (OTHER THAN A TERMINATION
THAT WOULD RESULT IN A BREACH OF A LICENSE OR SUCH OTHER AGREEMENT WITH A THIRD
PARTY) AND TO ENTER INTO SUCH NEW LICENSES OR OTHER AGREEMENTS (AND, IN EACH
CASE, TO ENTER INTO AGREEMENTS WITH THE RELEVANT GOVERNMENTAL ANTITRUST
AUTHORITY GIVING EFFECT THERETO) IN EACH CASE WITH RESPECT TO THE FOREGOING
CLAUSES (X), (Y) OR (Z) IF SUCH ACTION IS NECESSARY OR ADVISABLE OR AS MAY BE
REQUIRED BY ANY GOVERNMENTAL ANTITRUST AUTHORITY, PROVIDED THAT ANY SUCH ACTION
CONTEMPLATED BY THIS CLAUSE (II) SHALL NOT BE REQUIRED TO BE EFFECTIVE PRIOR TO
THE CLOSING AND (III) TAKE PROMPTLY, IN THE EVENT THAT ANY PERMANENT OR
PRELIMINARY INJUNCTION OR OTHER ORDER IS ENTERED OR BECOMES REASONABLY
FORESEEABLE TO BE ENTERED IN ANY PROCEEDING THAT WOULD MAKE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT UNLAWFUL OR THAT WOULD PREVENT OR DELAY CONSUMMATION OF ANY SUCH
TRANSACTION, ANY AND ALL STEPS (INCLUDING THE APPEAL THEREOF, THE POSTING OF A
BOND OR THE TAKING OF THE STEPS CONTEMPLATED BY CLAUSE