JUDGMENT, INJUNCTION
OR OTHER ORDER, WHETHER TEMPORARY, PRELIMINARY OR PERMANENT (EACH AN "ORDER"),
THAT IS IN EFFECT AND THAT PROHIBITS, PREVENTS, OR RESTRICTS CONSUMMATION OF THE
MERGER OR ANY SUCH OTHER TRANSACTIONS, UNLESS BY MUTUAL AGREEMENT PARENT AND THE
COMPANY DECIDE THAT LITIGATION IS NOT IN THEIR RESPECTIVE BEST INTERESTS. THE
PARTIES HERETO WILL CONSULT AND COOPERATE WITH ONE ANOTHER, AND CONSIDER IN GOOD
FAITH THE VIEWS OF ONE ANOTHER, IN CONNECTION WITH ANY ANALYSES, APPEARANCES,
PRESENTATIONS, MEMORANDA, BRIEFS, ARGUMENTS, OPINIONS AND PROPOSALS MADE OR
SUBMITTED BY OR ON BEHALF OF ANY PARTY HERETO IN CONNECTION WITH PROCEEDINGS
UNDER OR RELATING TO ANY ANTITRUST LAWS.
EACH OF PARENT AND THE COMPANY SHALL
USE ALL COMMERCIALLY REASONABLE EFFORTS TO TAKE SUCH ACTION AS MAY BE REQUIRED
TO CAUSE THE EXPIRATION OF THE WAITING PERIODS UNDER THE HSR ACT OR OTHER
ANTITRUST LAWS WITH RESPECT TO SUCH TRANSACTIONS AS PROMPTLY AS POSSIBLE AFTER
THE EXECUTION OF THIS AGREEMENT.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
REQUIRE PARENT OR ANY OF ITS AFFILIATES TO TAKE OR AGREE TO TAKE ANY ACTION OF
DIVESTITURE (AS DEFINED BELOW).
FOR PURPOSES OF THIS AGREEMENT, AN "ACTION OF
DIVESTITURE" MEANS (I) THE SALE, LICENSE OR OTHER DISPOSITION OR HOLDING
SEPARATE (THROUGH THE ESTABLISHMENT OF A TRUST OR OTHERWISE) OF ANY ASSETS OR
CATEGORIES OF ASSETS OF PARENT OR ANY OF ITS AFFILIATES OR, FOLLOWING THE
EFFECTIVE TIME, ANY ASSETS OR CATEGORIES OF ASSETS OF THE SURVIVING CORPORATION
OR ANY OF ITS SUBSIDIARIES, (II) THE IMPOSITION OF ANY LIMITATION OR REGULATION
ON THE ABILITY OF PARENT OR ANY OF ITS AFFILIATES TO OPERATE, DIRECTLY OR
INDIRECTLY, THEIR BUSINESS, THE BUSINESS OF THEIR SUBSIDIARIES OR, FOLLOWING THE
EFFECTIVE TIME, THE BUSINESS OF THE SURVIVING CORPORATION OR ANY OF ITS
SUBSIDIARIES OR (III) THE IMPOSITION OF ANY LIMITATION OR REGULATION ON PARENT'S
OR ANY OF ITS AFFILIATES' OWNERSHIP OR CONTROL, DIRECT OR INDIRECT, OF THEIR
SUBSIDIARIES OR, FOLLOWING THE EFFECTIVE TIME, THE SURVIVING CORPORATION OR ANY
OF ITS SUBSIDIARIES.
43
(C)
FROM THE DATE OF THIS AGREEMENT UNTIL THE
EARLIER OF THE EFFECTIVE TIME OR THE TERMINATION OF THIS AGREEMENT, EACH PARTY
SHALL PROMPTLY NOTIFY THE OTHER PARTY OF ANY PENDING OR, TO THE KNOWLEDGE OF
SUCH PARTY, THREATENED ACTION, PROCEEDING OR INVESTIGATION BY ANY GOVERNMENTAL
ENTITY OR ANY OTHER PERSON (I) CHALLENGING OR SEEKING MATERIAL DAMAGES IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER OR
(II) SEEKING TO RESTRAIN OR PROHIBIT THE CONSUMMATION OF THE MERGER OR THE
TRANSACTIONS CONTEMPLATED HEREUNDER OR OTHERWISE REQUIRE AN ACTION OF
DIVESTITURE.
SECTION 8.4.
FURTHER ASSURANCES.
PRIOR TO AND
FOLLOWING THE CLOSING, EACH PARTY HERETO AGREES TO COOPERATE FULLY WITH THE
OTHER PARTIES AND TO EXECUTE SUCH FURTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS
AND TO GIVE SUCH FURTHER WRITTEN ASSURANCES, AS MAY BE REASONABLY REQUESTED BY
ANY OTHER PARTY TO BETTER EVIDENCE AND REFLECT THE TRANSACTIONS DESCRIBED HEREIN
AND CONTEMPLATED HEREBY AND TO CARRY INTO EFFECT THE INTENTS AND PURPOSES OF
THIS AGREEMENT.
SECTION 8.5.
DIRECTOR AND OFFICER LIABILITY.
THE SURVIVING