DO, OR CAUSE TO BE DONE AS
PROMPTLY AS PRACTICABLE, ALL THINGS NECESSARY, PROPER AND ADVISABLE UNDER
APPLICABLE LAWS AND REGULATIONS TO CONSUMMATE AND MAKE EFFECTIVE AS PROMPTLY AS
PRACTICABLE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL
DOCUMENTS AND TO CAUSE THE CONDITIONS TO THE CLOSING SET FORTH HEREIN TO BE
SATISFIED .
8.8.
CONSENTS AND APPROVALS.
SELLERS SHALL USE REASONABLE EFFORTS TO
OBTAIN ALL OF THE REQUIRED CONSENTS.
8.9.
OTHER NEGOTIATIONS BY SELLERS.
DURING THE PERIOD FROM THE DATE
HEREOF TO THE CLOSING DATE OR THE DATE THIS AGREEMENT IS TERMINATED IN
ACCORDANCE WITH PROVISIONS HEREOF, NO SELLER SHALL DIRECTLY, OR INDIRECTLY
THROUGH REPRESENTATIVES, ENTER INTO ANY AGREEMENT, DISCUSSION, NEGOTIATION WITH
OR PROVIDE ANY INFORMATION TO, ANY OTHER CORPORATION, FIRM, ENTITY OR OTHER
PERSONS OR SOLICIT, ENCOURAGE, ENTERTAIN OR CONSIDER ANY INQUIRIES OR PROPOSALS,
WITH RESPECT TO (I) THE POSSIBLE DISPOSITION OF ANY OF THE BUSINESS (INCLUDING
ANY OF THE PURCHASED ASSETS), (II) ANY BUSINESS COMBINATION INVOLVING ANY
SELLER, WHETHER
23
BY WAY OF MERGER, CONSOLIDATION, SHARE EXCHANGE OR OTHER TRANSACTIONS, OR
(III) THE SALE OF ANY SHARES OF THE CAPITAL STOCK OF ANY SELLER (AN "ACQUISITION
PROPOSAL"); PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS AGREEMENT SHALL
PROHIBIT THE BOARD OF DIRECTORS OF ANY SELLER FROM COMPLYING WITH THE
REQUIREMENTS OF RULE 14E-2(A) UNDER THE EXCHANGE ACT, IF APPLICABLE, WITH
RESPECT TO AN ACQUISITION PROPOSAL OR ANY OTHER APPLICABLE LAW OR FURNISHING ANY
INFORMATION TO, OR ENTERING INTO DISCUSSIONS OR NEGOTIATIONS WITH, ANY PERSON
THAT MAKES AN UNSOLICITED BONA FIDE ACQUISITION PROPOSAL IF, (A) THE BOARD OF
DIRECTORS OF APPLICABLE SELLER, AFTER CONSULTATION WITH ITS OUTSIDE LEGAL
COUNSEL, DETERMINES IN GOOD FAITH THAT THE FAILURE TO TAKE SUCH ACTION WOULD BE
A BREACH OF ITS FIDUCIARY DUTIES UNDER APPLICABLE LAW AND (B) THE BOARD OF
DIRECTORS OF APPLICABLE SELLER DETERMINES IN GOOD FAITH THAT SUCH ACQUISITION
PROPOSAL MAY LEAD TO A TRANSACTION THAT WOULD, IF CONSUMMATED, RESULT IN A
TRANSACTION MORE FAVORABLE TO SUCH SELLER'S STOCKHOLDERS FROM A FINANCIAL POINT
OF VIEW THAN THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT AND THE
AGREEMENTS CONTEMPLATED HEREBY (ANY SUCH MORE FAVORABLE ACQUISITION PROPOSAL, A
"SUPERIOR PROPOSAL"). SUCH SELLER SHALL PROMPTLY COMMUNICATE TO PURCHASER THE
TERMS OF ANY PROPOSAL WHICH IT MAY RECEIVE IN RESPECT OF AN ACQUISITION PROPOSAL
AND ANY REQUEST BY OR INDICATION OF INTEREST ON THE PART OF ANY THIRD PARTY WITH
RESPECT TO INITIATION OF ANY ACQUISITION PROPOSAL OR DISCUSSIONS WITH RESPECT
THERETO (THE "NOTICE"). SUCH SELLER SHALL KEEP PURCHASER INFORMED OF ANY
MATERIAL CHANGES (INCLUDING MATERIAL AMENDMENTS) TO ANY SUCH ACQUISITION
PROPOSAL.
NOTWITHSTANDING THE FOREGOING, NEITHER SELLER SHALL TERMINATE THIS
AGREEMENT PURSUANT TO THIS SECTION 8.9 UNLESS AND UNTIL (I) THREE BUSINESS DAYS
HAVE ELAPSED FOLLOWING THE DELIVERY TO PURCHASER OF A WRITTEN NOTICE OF SUCH
DETERMINATION BY THE BOARD OF DIRECTORS OF SUCH SELLER AND (X) SUCH SELLER HAS
DELIVERED THE NOTICE AND (Y) DURING SUCH THREE BUSINESS DAY PERIOD, SUCH SELLER
OTHERWISE COOPERATES WITH PURCHASER WITH RESPECT TO THE ACQUISITION PROPOSAL
THAT CONSTITUTES