FOR THE OTHER PARTY WITH COPIES OF ALL FILINGS AND SUBMISSIONS MADE BY
SUCH PARTY AND ALL CORRESPONDENCE BETWEEN SUCH PARTY (AND ITS ADVISORS) WITH ANY
GOVERNMENTAL ENTITY AND ANY OTHER INFORMATION SUPPLIED BY SUCH PARTY AND SUCH
PARTY'S SUBSIDIARIES TO A GOVERNMENTAL ENTITY OR RECEIVED FROM SUCH A
GOVERNMENTAL ENTITY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT; PROVIDED, HOWEVER, THAT (A) MATERIALS MAY BE REDACTED BEFORE BEING
PROVIDED TO THE OTHER PARTY (X) TO REMOVE (1) REFERENCES CONCERNING THE
VALUATION OF PARENT, THE COMPANY, OR ANY OF THEIR SUBSIDIARIES, (2) INDEPENDENT
BROKER PRODUCTION INFORMATION AND (3) INDIVIDUAL CUSTOMER PRICING INFORMATION,
(Y) AS NECESSARY TO COMPLY WITH CONTRACTUAL ARRANGEMENTS, AND (Z) AS NECESSARY
TO AVOID DISCLOSURE OF OTHER COMPETITIVELY SENSITIVE INFORMATION OR TO ADDRESS
REASONABLE PRIVILEGE OR CONFIDENTIALITY CONCERNS, AND (B) COPIES OF DOCUMENTS
FILED BY A PARTY HERETO PURSUANT TO ITEM 4(C) OF THE NOTIFICATION AND REPORT
FORM FILED WITH THE FTC AND THE ANTITRUST DIVISION PURSUANT TO SECTION 8.2(B)
SHALL NOT BE REQUIRED TO BE PROVIDED TO ANY OTHER PARTY HERETO; (III) FURNISH TO
THE OTHER PARTIES SUCH INFORMATION AND ASSISTANCE AS SUCH PARTIES REASONABLY MAY
REQUEST IN CONNECTION WITH THE PREPARATION OF ANY SUBMISSIONS TO, OR AGENCY
PROCEEDINGS BY, ANY GOVERNMENTAL ENTITY;
59
AND (IV) PROMPTLY INFORM THE OTHER PARTY OF ANY COMMUNICATIONS WITH, AND
INQUIRIES OR REQUESTS FOR INFORMATION FROM, SUCH GOVERNMENTAL ENTITIES IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
MATERIALS
INCLUDED IN SECTIONS 8.2(A) AND 8.2(B) ABOVE WILL BE PROVIDED TO OUTSIDE COUNSEL
PURSUANT TO A JOINT DEFENSE AGREEMENT (THE "JOINT DEFENSE AGREEMENT") SO LONG AS
THE PRODUCING PARTY HAS THE LEGAL RIGHT TO PROVIDE SUCH MATERIALS TO OUTSIDE
COUNSEL FOR THE OTHER PARTY PURSUANT TO A JOINT DEFENSE AGREEMENT.
(D)
IF ANY OBJECTIONS ARE ASSERTED BY ANY GOVERNMENTAL ENTITY WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, OR IF ANY ACTION IS INSTITUTED
BY ANY GOVERNMENTAL ENTITY CHALLENGING ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY AS VIOLATIVE OF ANY APPLICABLE ANTITRUST LAW OR AN ORDER IS ISSUED
ENJOINING THE MERGER UNDER ANY APPLICABLE ANTITRUST LAW, PARENT AND ACQUIROR
SHALL, SUBJECT TO THE PROVISIONS OF THIS SECTION 8.2, USE ALL REASONABLE EFFORTS
TO RESOLVE ANY SUCH OBJECTIONS OR CHALLENGE AS SUCH GOVERNMENTAL ENTITY MAY HAVE
TO SUCH TRANSACTIONS UNDER SUCH LAW OR TO HAVE SUCH ORDER VACATED, REVERSED OR
OTHERWISE REMOVED IN ACCORDANCE WITH APPLICABLE LEGAL PROCEDURES WITH THE GOAL
OF ENABLING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO BE CONSUMMATED BY
THE END DATE, INCLUDING SUBJECT TO SECTION 8.2(E), AN AGREEMENT TO (I) SELL OR
OTHERWISE DISPOSE OF, OR HOLD SEPARATE AND AGREE TO SELL OR OTHERWISE DISPOSE
OF, ASSETS, CATEGORIES OF ASSETS OR BUSINESSES OF THE COMPANY OR ITS
SUBSIDIARIES; (II) TERMINATE EXISTING RELATIONSHIPS AND CONTRACTUAL RIGHTS AND
OBLIGATIONS OF THE COMPANY OR ITS SUBSIDIARIES; (III) TERMINATE ANY RELEVANT
VENTURE OR OTHER ARRANGEMENT OF THE COMPANY; OR (IV) EFFECTUATE ANY OTHER CHANGE
OR RESTRUCTURING OF THE COMPANY (AND TO ENTER INTO AGREEMENTS OR STIPULATE TO
THE ENTRY OF AN ORDER