THE COMPANY AND PARENT SHALL ENTER INTO A VOTING AGREEMENT IN THE
FORM OF EXHIBIT C HERETO (THE "VOTING AGREEMENT") CONCURRENTLY WITH THE
EXECUTION OF THIS AGREEMENT.
5.5
HSR ACT.
IF REQUIRED PURSUANT TO THE HSR ACT, AS PROMPTLY AS
PRACTICABLE AFTER THE DATE OF THIS AGREEMENT, PARENT AND THE COMPANY SHALL EACH
PREPARE AND FILE THE NOTIFICATION REQUIRED OF IT THEREUNDER IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND SHALL PROMPTLY AND IN GOOD
FAITH RESPOND TO ALL INFORMATION REQUESTED OF IT BY THE FEDERAL TRADE COMMISSION
AND DEPARTMENT OF JUSTICE IN CONNECTION WITH SUCH NOTIFICATION AND OTHERWISE
COOPERATE IN GOOD FAITH WITH EACH OTHER AND SUCH GOVERNMENTAL ENTITIES. PARENT
AND THE COMPANY SHALL (A) PROMPTLY INFORM THE OTHER OF ANY COMMUNICATION TO OR
FROM THE FEDERAL TRADE COMMISSION, THE DEPARTMENT OF JUSTICE OR ANY OTHER
GOVERNMENTAL ENTITY REGARDING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
(B) GIVE THE OTHER PROMPT NOTICE OF THE COMMENCEMENT OF ANY ACTION, SUIT,
LITIGATION, ARBITRATION, PROCEEDING OR INVESTIGATION BY OR BEFORE ANY
GOVERNMENTAL ENTITY WITH RESPECT TO SUCH TRANSACTIONS AND (C) KEEP THE OTHER
REASONABLY INFORMED AS TO THE STATUS OF ANY SUCH ACTION, SUIT, LITIGATION,
ARBITRATION, PROCEEDING OR INVESTIGATION. FILING FEES WITH RESPECT TO THE
NOTIFICATIONS REQUIRED UNDER THE HSR ACT SHALL BE SHARED EQUALLY BY PARENT AND
THE COMPANY.
5.6
OTHER ACTIONS.
(A)
AT LEAST FIVE (5) DAYS PRIOR TO CLOSING,
PARENT SHALL PREPARE A DRAFT FORM 8-K ANNOUNCING THE CLOSING, TOGETHER WITH, OR
INCORPORATING BY REFERENCE, THE FINANCIAL STATEMENTS PREPARED BY THE COMPANY AND
ITS ACCOUNTANT, AND SUCH OTHER INFORMATION THAT MAY BE REQUIRED TO BE DISCLOSED
WITH RESPECT TO THE MERGER IN ANY REPORT OR FORM TO BE FILED WITH THE SEC
("MERGER FORM 8-K"), WHICH SHALL BE IN A FORM REASONABLY ACCEPTABLE TO THE
COMPANY AND IN A FORMAT ACCEPTABLE FOR EDGAR FILING.
PRIOR TO CLOSING, PARENT
AND THE
38
COMPANY SHALL PREPARE THE PRESS RELEASE ANNOUNCING THE CONSUMMATION OF THE
MERGER HEREUNDER ("PRESS RELEASE").
SIMULTANEOUSLY WITH THE CLOSING, PARENT
SHALL FILE THE MERGER FORM 8-K WITH THE SEC AND DISTRIBUTE THE PRESS RELEASE.
(B)
THE COMPANY AND PARENT SHALL FURTHER COOPERATE WITH EACH OTHER AND
USE THEIR RESPECTIVE REASONABLE BEST EFFORTS TO TAKE OR CAUSE TO BE TAKEN ALL
ACTIONS, AND DO OR CAUSE TO BE DONE ALL THINGS, NECESSARY, PROPER OR ADVISABLE
ON ITS PART UNDER THIS AGREEMENT AND APPLICABLE LAWS TO CONSUMMATE THE MERGER
AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AS SOON AS PRACTICABLE, INCLUDING
PREPARING AND FILING AS SOON AS PRACTICABLE ALL DOCUMENTATION TO EFFECT ALL
NECESSARY NOTICES, REPORTS AND OTHER FILINGS AND TO OBTAIN AS SOON AS
PRACTICABLE ALL CONSENTS, REGISTRATIONS, APPROVALS, PERMITS AND AUTHORIZATIONS
NECESSARY OR ADVISABLE TO BE OBTAINED FROM ANY THIRD PARTY (INCLUDING THE
RESPECTIVE INDEPENDENT ACCOUNTANTS OF THE COMPANY AND PARENT) AND/OR ANY
GOVERNMENTAL ENTITY IN ORDER TO CONSUMMATE THE MERGER OR ANY OF THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY.
THIS OBLIGATION SHALL INCLUDE, ON THE PART OF
PARENT, SENDING A TERMINATION LETTER TO CONTINENTAL IN SUBSTANTIALLY THE