UNREASONABLY WITHHELD (IT BEING UNDERSTOOD THAT, WITHOUT LIMITING THE CONDITION
SET FORTH IN SECTION 7.02(D), CONSENT MAY BE WITHHELD IN A PARTY'S SOLE
DISCRETION WITH RESPECT TO ANY MATTER THAT COULD INCREASE IN ANY MATERIAL
RESPECT THE FINANCIAL OBLIGATIONS OF THE COMPANY OR ITS SUBSIDIARIES) AND
(II) NO PARTY SHALL BE OBLIGATED OR PERMITTED TO CONSENT TO ANY ACTION OR TO
MAKE OR OFFER TO MAKE ANY COMMITMENT OR UNDERTAKING OR INCUR ANY LIABILITY OR
OBLIGATION THAT WOULD BE INCONSISTENT WITH ANY OF THE CONDITIONS OR STANDARDS
SET FORTH IN SECTION 7.02(D).
NEWCO AND THE COMPANY AGREE THAT THEY WILL
CONSULT WITH EACH OTHER WITH RESPECT TO THE OBTAINING OF ALL SUCH NECESSARY OR
ADVISABLE APPROVALS.
EACH OF NEWCO AND THE COMPANY SHALL HAVE THE RIGHT TO
REVIEW AND APPROVE IN ADVANCE DRAFTS
36
OF ALL SUCH NECESSARY APPLICATIONS, NOTICES, PETITIONS, FILINGS AND OTHER
DOCUMENTS MADE OR PREPARED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
EACH PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTY OF ANY FAILURE OR PROSPECTIVE
FAILURE TO OBTAIN ANY SUCH APPROVALS AND SHALL PROVIDE COPIES OF ALL COMPANY
REQUIRED CONSENTS OBTAINED BY IT.
(B)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN CONNECTION
WITH OBTAINING ANY APPROVAL FROM ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON,
NONE OF NEWCO OR ANY OF ITS AFFILIATES SHALL BE REQUIRED TO PAY OR COMMIT TO PAY
ANY CASH OR OTHER CONSIDERATION, TO MAKE ANY COMMITMENT OR TO INCUR ANY
LIABILITY OR OTHER OBLIGATION.
NO PARTY TO THIS AGREEMENT SHALL CONSENT TO ANY
VOLUNTARY EXTENSION OF ANY STATUTORY DEADLINE OR WAITING PERIOD OR TO ANY
VOLUNTARY DELAY OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AT
THE BEHEST OF ANY GOVERNMENTAL AUTHORITY WITHOUT THE CONSENT AND AGREEMENT OF
THE OTHER PARTY TO THIS AGREEMENT, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
SECTION 6.07.
PUBLIC ANNOUNCEMENTS.
THE INITIAL PRESS RELEASE CONCERNING THE
MERGER SHALL BE A JOINT PRESS RELEASE AND, THEREAFTER, NEITHER THE COMPANY NOR
NEWCO SHALL ISSUE OR CAUSE THE PUBLICATION OF ANY PRESS RELEASE OR OTHER PUBLIC
ANNOUNCEMENT (TO THE EXTENT NOT PREVIOUSLY ISSUED OR MADE IN ACCORDANCE WITH
THIS AGREEMENT) WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW , IN WHICH CASE THE
ISSUING PARTY SHALL USE ITS REASONABLE BEST EFFORTS TO CONSULT WITH THE OTHER
PARTY BEFORE ISSUING ANY SUCH RELEASE OR MAKING ANY SUCH PUBLIC STATEMENT.
SECTION 6.08
RESIGNATIONS.THE COMPANY SHALL OBTAIN AND DELIVER TO NEWCO AT THE
CLOSING EVIDENCE SATISFACTORY TO NEWCO OF THE RESIGNATION, EFFECTIVE AT THE
EFFECTIVE TIME, OF THOSE DIRECTORS AND OFFICERS OF THE COMPANY AND ITS
SUBSIDIARIES DESIGNATED BY NEWCO PRIOR TO THE CLOSING, AND RELEASES OF THE
COMPANY AND ITS SUBSIDIARIES BY SUCH DIRECTORS AND OFFICERS OF ANY AND ALL
CLAIMS ARISING ON OR PRIOR TO THE EFFECTIVE TIME OR RELATING TO ANY MATTER
OCCURRING ON OR PRIOR TO THE EFFECTIVE TIME IN A FORM WHICH SHALL