filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.
52
TAAS LISTED ON SCHEDULE 6.11(C), EFFECTIVE NO EARLIER THAN, AND CONDITIONED
UPON, THE CLOSING, PROVIDED THAT SUCH ACTION IS ACCEPTABLE TO THE U.S. SPONSORS
OF THE COMPANY TAA AT ISSUE AND TO DDTC.
THE BUYERS SHALL BE RESPONSIBLE FOR
PAYING ALL FILING AND ADMINISTRATIVE FEES ASSOCIATED WITH SUCH ADDITIONS.
(D)
EACH OF THE PARTIES SHALL PROMPTLY
NOTIFY THE OTHER PARTIES OF ANY COMMUNICATION IT OR ANY OF ITS AFFILIATES
RECEIVES FROM ANY GOVERNMENTAL AUTHORITY RELATING TO THE MATTERS THAT ARE THE
SUBJECT OF THIS AGREEMENT AND PERMIT THE OTHER PARTIES TO REVIEW IN ADVANCE ANY
PROPOSED COMMUNICATION BY SUCH PARTY TO ANY GOVERNMENTAL AUTHORITY.
NO PARTY TO
THIS AGREEMENT SHALL AGREE TO PARTICIPATE IN ANY MEETING WITH ANY GOVERNMENTAL
AUTHORITY IN RESPECT OF ANY FILINGS, INVESTIGATION OR OTHER INQUIRY UNLESS IT
CONSULTS WITH THE OTHER PARTIES IN ADVANCE AND, TO THE EXTENT PERMITTED BY SUCH
GOVERNMENTAL AUTHORITY, GIVES THE OTHER PARTIES THE OPPORTUNITY TO ATTEND AND
PARTICIPATE AT SUCH MEETING.
SUBJECT TO SECTION 6.10, THE PARTIES WILL
COORDINATE AND COOPERATE FULLY WITH EACH OTHER IN EXCHANGING SUCH INFORMATION
AND PROVIDING SUCH ASSISTANCE AS THE OTHER PARTIES MAY REASONABLY REQUEST IN
CONNECTION WITH THE FOREGOING AND IN SEEKING EARLY TERMINATION OF ANY APPLICABLE
WAITING PERIODS.
SUBJECT TO SECTION 6.10, THE PARTIES WILL PROVIDE EACH OTHER
WITH COPIES OF ALL CORRESPONDENCE, FILINGS OR COMMUNICATIONS BETWEEN THEM OR ANY
OF THEIR REPRESENTATIVES, ON THE ONE HAND, AND ANY GOVERNMENTAL AUTHORITY OR
MEMBERS OF ITS STAFF, ON THE OTHER HAND, WITH RESPECT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
Section 6.12
Public Announcements.
The parties hereto
shall consult with each other before issuing, and provide each other the
opportunity to review and comment upon, any press release or other public
statement with respect to the transactions contemplated hereby, and shall not
issue any such press release or make any such public statement prior to such
consultation, except as may be required to comply with any existing contractual
obligation or applicable Law.
SECTION 6.13
EMPLOYEE MATTERS(A)
(I)
FOR A PERIOD OF *** FROM THE CLOSING DATE, THE
BUYERS SHALL, OR SHALL CAUSE THE COMPANY TO, PROVIDE TO THE EMPLOYEES OR FORMER
EMPLOYEES (PRESENTLY ENTITLED TO BENEFITS) OF THE COMPANY OR ITS SUBSIDIARIES,
FOLLOWING THE CLOSING, COMPENSATION (INCLUDING PERFORMANCE-BASED INCENTIVE
COMPENSATION) AND EMPLOYEE BENEFITS THAT IN THE AGGREGATE ARE COMPARABLE OR
SUPERIOR TO THOSE CURRENTLY PROVIDED BY THE COMPANY OR ITS SUBSIDIARIES TO THEIR
EMPLOYEES, AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.14, THE BUYERS SHALL,
OR SHALL CAUSE THE COMPANY TO, PROVIDE TO ANY SUCH EMPLOYEE WHO IS TERMINATED
DURING SUCH PERIOD FOLLOWING THE CLOSING SEVERANCE AND BENEFITS ACCORDING TO
APPLICABLE LAW.
FOR A PERIOD OF *** FROM THE CLOSING DATE, EXCEPT AS OTHERWISE
PROVIDED IN SECTION 6.14, THE BUYERS SHALL, OR SHALL CAUSE THE COMPANY OR ITS
SUBSIDIARIES, AS APPLICABLE, TO, HONOR THE TERMS OF EXISTING EMPLOYMENT,