RECOMMENDATION, IN ORDER TO COMPLY WITH ITS FIDUCIARY DUTIES UNDER
APPLICABLE LAW.
SECTION 5.5
LEGAL CONDITIONS TO CLOSING.
(A) SUBJECT TO THE TERMS HEREOF, SELLER AND BUYER SHALL USE THEIR RESPECTIVE
COMMERCIALLY REASONABLE EFFORTS TO (I) TAKE, OR CAUSE TO BE TAKEN, ALL
APPROPRIATE ACTION, AND DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY AND PROPER
UNDER APPLICABLE LAW TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS
CONTEMPLATED HEREBY AS PROMPTLY AS PRACTICABLE, (II) OBTAIN FROM ANY
GOVERNMENTAL ENTITY OR ANY OTHER THIRD PARTY ANY CONSENTS, LICENSES, PERMITS,
WAIVERS, APPROVALS, AUTHORIZATIONS, OR ORDERS REQUIRED TO BE OBTAINED OR MADE BY
SELLER OR BUYER IN CONNECTION WITH THE AUTHORIZATION, EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, (III) AS PROMPTLY AS PRACTICABLE, MAKE ALL
NECESSARY FILINGS, AND THEREAFTER MAKE ANY OTHER REQUIRED SUBMISSIONS, WITH
RESPECT TO THIS AGREEMENT REQUIRED UNDER (A) THE SECURITIES ACT AND THE EXCHANGE
ACT, AND ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND (B) ANY
OTHER APPLICABLE LAW AND (IV) EXECUTE OR DELIVER ANY ADDITIONAL INSTRUMENTS
NECESSARY TO CONSUMMATE THE TRANSACTIONS, AND TO FULLY CARRY OUT THE PURPOSES
OF, THIS AGREEMENT.
SELLER AND BUYER SHALL COOPERATE WITH EACH OTHER IN
CONNECTION WITH THE MAKING OF ALL SUCH FILINGS PRIOR TO FILING AND, IF
REQUESTED, CONSIDER IN GOOD FAITH ALL REASONABLE ADDITIONS, DELETIONS OR CHANGES
SUGGESTED IN CONNECTION THEREWITH.
SELLER AND BUYER SHALL USE THEIR RESPECTIVE
COMMERCIALLY REASONABLE EFFORTS TO FURNISH TO EACH OTHER ALL INFORMATION
REQUIRED FOR ANY APPLICATION OR OTHER FILING TO BE MADE BY THE OTHER PARTY
PURSUANT TO THE RULES AND REGULATIONS OF ANY APPLICABLE LAW (INCLUDING ALL
INFORMATION REQUIRED TO BE INCLUDED IN THE PROXY STATEMENT AND THE REGISTRATION
STATEMENT) IN CONNECTION WITH THE TRANSACTIONS.
(B) SUBJECT TO THE TERMS HEREOF, BUYER AND SELLER AGREE TO COOPERATE AND TO USE
THEIR RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY GOVERNMENT
CLEARANCES OR APPROVALS REQUIRED FOR CLOSING UNDER ANY FEDERAL, STATE OR FOREIGN
LAW OR, REGULATION OR DECREE DESIGNED TO PROHIBIT, RESTRICT OR REGULATE ACTIONS
FOR THE PURPOSE OR EFFECT OF MONOPOLIZATION OR RESTRAINT OF TRADE (COLLECTIVELY
"ANTITRUST LAWS"); PROVIDED, HOWEVER, THAT NEITHER BUYER NOR ANY OF ITS
SUBSIDIARIES SHALL BE REQUIRED TO (I) DIVEST ANY OF THEIR RESPECTIVE BUSINESSES,
PRODUCT LINES OR ASSETS, OR TO TAKE OR AGREE TO TAKE ANY OTHER ACTION OR AGREE
TO ANY LIMITATION, THAT COULD REASONABLY BE EXPECTED TO HAVE A BUYER MATERIAL
ADVERSE EFFECT OR A MATERIAL ADVERSE EFFECT ON BUYER AFTER THE CLOSING OR
(II) TAKE ANY ACTION UNDER THIS SECTION 5.5 IF THE UNITED STATES DEPARTMENT OF
JUSTICE OR THE UNITED STATES FEDERAL TRADE COMMISSION OR ANY FOREIGN
GOVERNMENTAL AGENCY RESPONSIBLE FOR ENFORCEMENT OF APPLICABLE ANTITRUST LAWS
AUTHORIZES ITS STAFF TO SEEK A PRELIMINARY INJUNCTION OR RESTRAINING ORDER TO
ENJOIN CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(C) EACH OF SELLER AND BUYER SHALL GIVE ANY NOTICES TO THIRD PARTIES, AND USE
THEIR COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY THIRD PARTY CONSENTS RELATED
TO OR REQUIRED IN