INCONSISTENT WITH THIS
AGREEMENT.
SECTION 5.5
INFORMATION.
EGI-TRB HEREBY AGREES THAT ALL INFORMATION
PROVIDED TO IT OR ITS REPRESENTATIVES IN CONNECTION WITH THE EGI-TRB TRANSACTION
DOCUMENTS AND THE MERGER AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE DEEMED TO BE EVALUATION MATERIAL, AS
SUCH TERM IS USED IN, AND SHALL BE TREATED IN ACCORDANCE WITH, THE
CONFIDENTIALITY AGREEMENT.
SECTION 5.6
FILINGS.
THE COMPANY AND EGI-TRB SHALL EACH USE THEIR
REASONABLE BEST EFFORTS TO TAKE OR CAUSE TO BE TAKEN SUCH ACTIONS AS MAY BE
REQUIRED BY THEM TO BE TAKEN UNDER THE EXCHANGE ACT OR ANY OTHER FEDERAL
SECURITIES LAWS, AND UNDER ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS,
IN CONNECTION WITH THE MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT AND THE COMPANY TRANSACTION DOCUMENTS, INCLUDING WITH RESPECT TO THE
SCHEDULE TO, THE OFFER DOCUMENTS, THE TO SCHEDULE 13E-3, THE PROXY STATEMENT AND
THE SCHEDULE 13E-3 (COLLECTIVELY, AND TOGETHER WITH ANY OTHER FILINGS REQUIRED
IN CONNECTION THEREWITH, THE "FILINGS").
EGI-TRB SHALL PROVIDE THE COMPANY WITH
ANY INFORMATION FOR INCLUSION IN THE FILINGS WHICH MAY BE REQUIRED UNDER
APPLICABLE LAW AND/OR WHICH IS REASONABLY REQUESTED BY THE COMPANY.
THE COMPANY
SHALL NOTIFY EGI-TRB OF THE RECEIPT OF COMMENTS OF THE SEC AND OF ANY REQUEST
FROM THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO THE FILINGS OR FOR ADDITIONAL
INFORMATION, AND WILL PROMPTLY SUPPLY EGI-TRB WITH COPIES OF ALL CORRESPONDENCE
BETWEEN THE COMPANY OR ITS REPRESENTATIVES, ON THE ONE HAND, AND THE SEC OR
MEMBERS OF ITS STAFF, ON THE OTHER HAND, WITH RESPECT TO THE FILINGS OR THE
MERGER.
EACH OF THE COMPANY AND EGI-TRB SHALL USE ITS RESPECTIVE REASONABLE
BEST EFFORTS TO RESOLVE ALL SEC
12
comments with respect to the Filings as promptly as practicable after receipt
thereof.
Each of the Company and EGI-TRB agree to correct any information
provided by it for use in the Filings which shall have become false or
misleading.
If at any time prior to the Company Meeting any event should occur
which is required by applicable Law to be set forth in an amendment of, or a
supplement to, the Proxy Statement or the Schedule 13E-3, the Company will
promptly inform EGI-TRB.
In such case, the Company, with the cooperation of
EGI-TRB, will, upon learning of such event, promptly prepare and file such
amendment or supplement with the SEC to the extent required by applicable Law
and shall mail such amendment or supplement to the Company's shareholders to the
extent required by applicable Law; provided, however, that prior to such filing,
the Company shall consult with EGI-TRB with respect to such amendment or
supplement and shall afford EGI-TRB and its Representatives reasonable
opportunity to comment thereon.
SECTION 5.7
REASONABLE BEST EFFORTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,
EACH OF THE COMPANY AND EGI-TRB SHALL USE (AND CAUSE ITS AFFILIATES TO USE) ITS
REASONABLE BEST EFFORTS (SUBJECT TO, AND IN ACCORDANCE WITH, APPLICABLE LAW) TO
TAKE PROMPTLY, OR CAUSE