Common use of Additional Agreements; Cooperation Clause in Contracts

Additional Agreements; Cooperation. (a) Subject to the terms and conditions herein pro- vided, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with each other in connection with the foregoing, including using its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to loan agreements, leases and other contracts that are specified on Schedule 8.2 to the Disclosure Statement, (ii) to obtain all necessary con- sents, approvals and authorizations as are required to be obtained under any federal, state or foreign law or regula- tions, (iii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transac- tions contemplated hereby, (iv) to lift or rescind any injunc- tion or restraining order or other order adversely affecting the ability of the parties to consummate the transactions con- templated hereby, (v) to effect all necessary registrations and filings, including, but not limited to, filings under the HSR Act and any pre-merger notifications required in any other country, if any, and submissions of information requested by governmental authorities, (vi) provide all necessary informa- tion for the Proxy Statement and (vii) to fulfill all condi- tions to this Agreement. In addition, Fairchild agrees to use its best efforts (subject to compliance with all applicable securities laws) to solicit and receive the irrevocable proxies from shareholders of Shared Technologies contemplated by Section 10.1(b). Shared Technologies agrees to use its best efforts to cause the distribution to its shareholders of all shares of capital stock of Shared Technologies Cellular, Inc. ("STCI") owned by Shared Technologies and its subsidiaries to be completed prior to the Effective Time and, prior to such distribution to cause STCI, to enter into an agreement prevent- ing STCI from competing in the telecommunications systems and service business.

Additional Agreements; Cooperation. (a) Subject to the terms and conditions herein pro- videdprovided, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with each other in connection with the foregoing, including using its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to loan agreements, leases and other contracts that are specified on Schedule 8.2 to the Disclosure Statement, (ii) to obtain all necessary con- sentsconsents, approvals and authorizations as are required to be obtained under any federal, state or foreign law or regula- tionsregulations, (iii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transac- tions transactions contemplated hereby, (iv) to lift or rescind any injunc- tion injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions con- templated contemplated hereby, (v) to effect all necessary registrations and filings, including, but not limited to, filings under the HSR Act and any pre-merger notifications required in any other country, if any, and submissions of information requested by governmental authorities, (vi) provide all necessary informa- tion information for the Proxy Statement and (vii) to fulfill all condi- tions conditions to this Agreement. In addition, Fairchild agrees to use its best efforts (subject to compliance with all applicable xxx xxxxxcable securities laws) to solicit and receive the irrevocable proxies from shareholders of Shared Technologies contemplated by Section 10.1(b). Shared Technologies agrees to use its best efforts to cause the distribution to its shareholders of all shares of capital stock of Shared Technologies Cellular, Inc. ("STCI") owned by Shared Technologies and its subsidiaries to be completed prior to the Effective Time and, prior to such distribution to cause STCI, to enter into an agreement prevent- ing preventing STCI from competing in the telecommunications systems and service business.