Common use of Agreement to Cooperate Clause in Contracts

Agreement to Cooperate. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Parent Disclosure Letter or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Agreement to Cooperate. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Offer and the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to the Offer, this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (ivB) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger HSR Act and any related governmental request thereunder, and (vC) register or qualify the Share Issuance under any other applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Law. The Company and Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 6.04, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each . (b) (i) The Company and Parent agree, and shall cause each of Parent their respective Subsidiaries, to cooperate and the Company shall to use its their reasonable best efforts to obtain any clearances or approvals of any Governmental Entities required for the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as consummation of the dates Offer or the Closing under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of such opinionsmonopolization or restraint of trade (collectively “Antitrust Laws”), to obtain the expiration of any applicable waiting period under any Antitrust Law, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Parent shall have the right to Table of Contents determine and direct the strategy and process by which the parties will seek required approvals under Antitrust Laws; provided, that Parent will consult with and consider in substantially good faith the form attached hereto as Exhibits D and E. (b) Each views of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated herebyany analyses, (ii) disclosed appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or required to be disclosed in the Parent Disclosure Letter submitted by or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If behalf of any party shall fail hereto in connection with proceedings under or relating to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentAntitrust Law. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Agreement to Cooperate. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Offer and the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to the Offer, this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (ivB) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger HSR Act and any related governmental request thereunder, and (vC) register or qualify the Share Issuance under any other applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Law. The Company and Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 6.04, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each . (b) (i) The Company and Parent agree, and shall cause each of Parent their respective Subsidiaries, to cooperate and the Company shall to use its their reasonable best efforts to obtain any clearances or approvals of any Governmental Entities required for the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as consummation of the dates Offer or the Closing under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of such opinionsmonopolization or restraint of trade (collectively “Antitrust Laws”), to obtain the expiration of any applicable waiting period under any Antitrust Law, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Parent shall have the right to determine and direct the strategy and process by which the parties will seek required approvals under Antitrust Laws; provided, that Parent will consult with and consider in substantially good faith the form attached hereto as Exhibits D and E. (b) Each views of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated herebyany analyses, (ii) disclosed appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or required to be disclosed in the Parent Disclosure Letter submitted by or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If behalf of any party shall fail hereto in connection with proceedings under or relating to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentAntitrust Law. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Agreement to Cooperate. (a) The Company and Parent Each of the Parties shall each use their its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the condition applicable to it set forth in Section 6.1(c); (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals; (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under federal or state securities laws or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC, the FTC or Parent the DOJ); and (iv) to lift any injunction or any other legal bar to the Merger and the Transactions. Each of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and Parties recognizes that the consummation of the transactions contemplated hereby including, without limitation, Merger and the Merger, Transactions is subject to the preacquisition notification requirements of the HSR Act. Each agrees that it will file with the Antitrust Division of the DOJ and the FTC within fifteen (iii15) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to days of the date of this Agreement a Notification and the Merger required under the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock Report Form in connection a manner so as to constitute substantial compliance with the Merger and (v) register or qualify notification requirements of the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this AgreementHSR Act. Each of Parent Party covenants and the Company shall agrees to use its reasonable best efforts to achieve the prompt termination or expiration of any waiting period or any extension thereof under the HSR Act and to obtain any clearance required under the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to HSR Act for the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as consummation of the dates Merger, which efforts, for purposes of this Agreement, shall not require either Party, the Surviving Corporation or any of their respective Subsidiaries in order to obtain any consent or clearance from the DOJ, FTC or any other Authority to hold separate, sell or otherwise dispose of any assets, the effect of any of which, in the reasonable judgment of such opinionsParty, in substantially would be to materially impair the form attached hereto as Exhibits D and E.value of the Merger to such Party. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Parent Disclosure Letter or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party Pierce Leahy will use its reasonable efforts, and will take any such actions reasonably requested by best efforts on or prior to the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure Xxxxxxx Xxxx to obtain such consent. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements satisfaction of the parties or the conditions to the obligations of the parties under this Agreementspecified in Sections 6.1 and 6.

Agreement to Cooperate. (a) The Company and Parent shall each Each of the Parties will use their commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC or Parent the Federal Trade Commission or Department of Justice) and (iv) to lift any of their Subsidiaries injunction or other legal bar to the Merger and the Transactions (and, in connection such case, to proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite votes of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby includingMerger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, without limitation, to the extent required by Applicable Law to consummate the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, it will file with respect to this Agreement the Antitrust Division of the Department of Justice and the Merger required Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the Securities Act and the Exchange HSR Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E.. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries Parties agrees to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts take such actions as may be necessary to obtain any third Person consents related to or Governmental Authorizations legally required in connection with for the consummation of the Merger that are (i) necessary to consummate and the transactions contemplated herebyTransactions, (ii) disclosed or required to be disclosed in including the Parent Disclosure Letter or the Company Disclosure Lettermaking of any Governmental Filings, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, publications and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company requests for extensions and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentwaivers. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use commercially reasonable efforts on or Merger Sub shall give prompt notice prior to the Company, of Public Offering Closing Date (i) any representation or warranty made by it contained to obtain the satisfaction of the conditions specified in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or Sections 7.1 and 7.2; (ii) if requested by VIALOG, to seek the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions consents (to the obligations extent required) to the continued existence in accordance with its then-stated terms of the parties under this Agreement.all long-term debt of each of

Agreement to Cooperate. (a) The Company and Parent shall each Each of the Parties will use their commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Financing Document, other filings under the Securities Act or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC or Parent the Federal Trade Commission or Department of Justice) and (iv) to lift any of their Subsidiaries injunction or other legal bar to the Merger and the Transactions (and, in connection such case, to proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite votes of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby includingMerger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, without limitation, to the extent required by Applicable Law to consummate the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, it will file with respect to this Agreement the Antitrust Division of the Department of Justice and the Merger required Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the Securities Act and the Exchange HSR Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E.. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries Parties agrees to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts take such actions as may be necessary to obtain any third Person consents related to or Governmental Authorizations legally required in connection with for the consummation of the Merger that are (i) necessary to consummate and the transactions contemplated herebyTransactions, (ii) disclosed or required to be disclosed in including the Parent Disclosure Letter or the Company Disclosure Lettermaking of any Governmental Filings, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, publications and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company requests for extensions and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentwaivers. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use commercially reasonable efforts on or Merger Sub shall give prompt notice prior to the Company, of Financing Closing Date (i) any representation or warranty made by it contained to obtain the satisfaction of the conditions specified in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or Sections 7.1 and 7.2; (ii) if requested by VIALOG, to seek the failure by it consents (to comply the extent required) to the continued existence in accordance with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements its then stated terms of all long-term debt of each of the parties or Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the conditions Company and its Subsidiaries designated by VIALOG that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the obligations of non-competition agreements currently maintained by VIALOG with its key employees in the parties under this Agreement.form attached as Exhibit ------- 6.2

Agreement to Cooperate. (a) The Company and Parent shall each Each of the Parties will use their commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Financing Document, other filings under the Securities Act or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC or Parent the Federal Trade Commission or Department of Justice) and (iv) to lift any of their Subsidiaries injunction or other legal bar to the Merger and the Transactions (and, in connection such case, to proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite votes of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby includingMerger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, without limitation, to the extent required by Applicable Law to consummate the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, it will file with respect to this Agreement the Antitrust Division of the Department of Justice and the Merger required Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the Securities Act and the Exchange HSR Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E.. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries Parties agrees to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts take such actions as may be necessary to obtain any third Person consents related to or Governmental Authorizations legally required in connection with for the consummation of the Merger that are (i) necessary to consummate and the transactions contemplated herebyTransactions, (ii) disclosed or required to be disclosed in including the Parent Disclosure Letter or the Company Disclosure Lettermaking of any Governmental Filings, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, publications and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company requests for extensions and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentwaivers. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use commercially reasonable efforts on or Merger Sub shall give prompt notice prior to the Company, of Financing Closing Date (i) any representation or warranty made by it contained to obtain the satisfaction of the conditions specified in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or Sections 7.1 and 7.2; (ii) if requested by VIALOG, to seek the failure by it consents (to comply the extent required) to the continued existence in accordance with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements its then stated terms of all long-term debt of each of the parties Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the Company and its Subsidiaries designated by VIALOG that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the non-competition agreements currently maintained by VIALOG with its key employees in the form attached as Exhibit 6.2(c). Each of VIALOG -------------- and VIALOG Merger Subsidiary will use its best efforts on or prior to the Financing Closing Date to obtain the satisfaction of the conditions applicable to the obligations of the parties under this Agreementit specified in Sections 7.1 and 7.

Agreement to Cooperate. (a) The Company and Parent shall each Each of the Parties will use their reasonable good faith best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using good faith best efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7, (ii) to obtain from all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Financing Document, any Governmental Entity filings under the Securities Act or the HSR Act and any other third Person submissions required or requested by any consentsAuthority, licensesand (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, permitsin such case, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite votes of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby includingMerger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, without limitation, to the extent required by Applicable Law to consummate the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, it will file with respect to this Agreement the Antitrust Division of the Department of Justice and the Merger required under the Securities Act Federal Trade Commission a Notification and the Exchange Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock Report Form in connection a manner so as to constitute substantial compliance with the Merger notification requirements of the HSR Act. Each covenants and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries agrees to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable good faith best efforts to furnish to each other all information required for any application achieve the prompt termination or other filing to be made pursuant to the rules and regulations expiration of any applicable Law in connection with waiting period or any extensions thereof under the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E.HSR Act. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries Parties agrees to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts take such actions as may be necessary to obtain any third Person consents related to or Governmental Authorizations legally required in connection with for the consummation of the Merger that are (i) necessary to consummate and the transactions contemplated herebyTransactions, (ii) disclosed or required to be disclosed in including the Parent Disclosure Letter or the Company Disclosure Lettermaking of any Governmental Filings, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, publications and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company requests for extensions and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentwaivers. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use good faith best efforts on or Merger Sub shall give prompt notice prior to the Company, of Financing Closing Date (i) any representation or warranty made by it contained to obtain the satisfaction of the conditions specified in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or Sections 7.1 and 7.2; (ii) if requested by VIALOG, to seek the failure by it consents (to comply the extent required) to the continued existence in accordance with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements its then-stated terms of all long-term debt of each of the parties Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the Company and its Subsidiaries designated by VIALOG that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the non-competition agreements currently maintained by VIALOG with its key employees in the form attached as Exhibit 6.2(c) subject to any -------------- variations required by applicable law. Each of VIALOG and VIALOG Merger Subsidiary will use its best efforts on or prior to the Financing Closing Date to obtain the satisfaction of the conditions applicable to the obligations of the parties under this Agreementit specified in Sections 7.1 and 7.

Agreement to Cooperate. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Offer and the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to the Offer, this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (ivB) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger HSR Act and any related governmental request thereunder, and (vC) register or qualify the Share Issuance under any other applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Law. The Company and Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 6.04, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each . (b) (i) The Company and Parent agree, and shall cause each of Parent their respective Subsidiaries, to cooperate and the Company shall to use its their reasonable best efforts to obtain any clearances or approvals of any Governmental Entities required for the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as consummation of the dates Offer or the Closing under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of such opinionsmonopolization or restraint of trade (collectively "Antitrust Laws"), to obtain the expiration of any applicable waiting period under any Antitrust Law, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Parent shall have the right to determine and direct the strategy and process by which the parties will seek required approvals under Antitrust Laws; provided, that Parent will consult with and consider in substantially good faith the form attached hereto as Exhibits D and E. (b) Each views of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated herebyany analyses, (ii) disclosed appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or required to be disclosed in the Parent Disclosure Letter submitted by or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If behalf of any party shall fail hereto in connection with proceedings under or relating to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentAntitrust Law. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Agreement to Cooperate. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (ivB) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger HSR Act and any related governmental request thereunder, and (vC) register or qualify the Share Issuance under any other applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Law. The Company and Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 5.05, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each . (b) The Company and Parent agree, and shall cause each of Parent their respective Subsidiaries, to cooperate and the Company shall to use its their reasonable best efforts to obtain any government clearances or approvals required for the opinion Closing under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Txxxx Xxmmission Act, as amendxx, xxx any other federal, state or foreign Law or decree designed to prohibit, restrict or regulate actions for the purpose or effect of Xxxxxxxx & Xxxxxxxx LLP monopolization or restraint of trade (collectively "ANTITRUST LAWS"), to obtain the expiration of any applicable waiting period under any Antitrust Law, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Parent shall have the right to determine and direct the strategy and process by which the parties will seek required approvals under Antitrust Laws; provided that Parent will consult with and consider in good faith the views of the Company in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding anything to the contrary in this Section 5.11, neither Parent nor any of its Subsidiaries shall be required to be filed as Exhibit 8.1 (i) license, divest, dispose of or hold separate any material assets or businesses of Parent or the Company or any of their respective Subsidiaries or otherwise take or commit to the Registration Statementtake any action that limits in any material respect its freedom of action with respect to, includingor its ability to retain, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as any of the dates assets or businesses of Parent or the Company or any of their respective Subsidiaries, or (ii) agree to or effect any license, divestiture, disposition or hold separate any business or take any other action or agree to any limitation that is not conditioned on the consummation of the Merger. The Company (x) shall not take or agree to take any action identified in clause (i) or (ii) of the immediately preceding sentence without the prior written consent of Parent and (y) if so requested by Parent, shall use reasonable best efforts to effect any license, divestiture, disposition or hold separate of any of the Company's assets or businesses necessary to obtain clearances or approvals required for the Closing under the Antitrust Laws, provided that such opinions, in substantially action is conditioned on the form attached hereto as Exhibits D and E.consummation of the Merger. (bc) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Parent Disclosure Letter or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Parent Material Adverse Effect on Parent or a Company Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. (cd) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect on Parent or a Company Material Adverse Effect on the CompanyEffect, respectively. The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Agreement to Cooperate. (a) The Company and Parent shall each Each of the Parties will use their commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Financing Document, and filings under the Securities Act or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC or Parent the Federal Trade Commission or Department of Justice) and (iv) to lift any of their Subsidiaries injunction or other legal bar to the Merger and the Transactions (and, in connection such case, to proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite votes of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby includingMerger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, without limitation, to the extent required by Applicable Law to consummate the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, it will file with respect to this Agreement the Antitrust Division of the Department of Justice and the Merger required Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the Securities Act and the Exchange HSR Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E.. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries Parties agrees to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts take such actions as may be necessary to obtain any third Person consents related to or Governmental Authorizations legally required in connection with for the consummation of the Merger that are (i) necessary to consummate and the transactions contemplated herebyTransactions, (ii) disclosed or required to be disclosed in including the Parent Disclosure Letter or the Company Disclosure Lettermaking of any Governmental Filings, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, publications and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company requests for extensions and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentwaivers. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use commercially reasonable efforts on or Merger Sub shall give prompt notice prior to the Company, of Financing Closing Date (i) any representation or warranty made by it contained to obtain the satisfaction of the conditions specified in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or Sections 7.1 and 7.2; (ii) if requested by VIALOG, to seek the failure by it consents (to comply the extent required) to the continued existence in accordance with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements its then-stated terms of all long-term debt of each of the parties Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the Company and its Subsidiaries designated by VIALOG that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the non-competition agreements currently maintained by VIALOG with its key employees in the form attached as Exhibit 6.2(c). Each of VIALOG -------------- and VIALOG Merger Subsidiary will use its best efforts on or prior to the Financing Closing Date to obtain the satisfaction of the conditions applicable to the obligations of the parties under this Agreementit specified in Sections 7.1 and 7.

Agreement to Cooperate. (a) The Company and Parent shall each Each of the Parties will use their commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain from all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Financing Document, any Governmental Entity filings under the Securities Act or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC or Parent the Federal Trade Commission or Department of Justice) and (iv) to lift any of their Subsidiaries injunction or other legal bar to the Merger and the Transactions (and, in connection such case, to proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite votes of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby includingMerger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, without limitation, to the extent required by Applicable Law to consummate the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, it will file with respect to this Agreement the Antitrust Division of the Department of Justice and the Merger required Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the Securities Act and the Exchange HSR Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E.. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries Parties agrees to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts take such actions as may be necessary to obtain any third Person consents related to or Governmental Authorizations legally required in connection with for the consummation of the Merger that are (i) necessary to consummate and the transactions contemplated herebyTransactions, (ii) disclosed or required to be disclosed in including the Parent Disclosure Letter or the Company Disclosure Lettermaking of any Governmental Filings, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, publications and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company requests for extensions and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentwaivers. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use commercially reasonable efforts on or Merger Sub shall give prompt notice prior to the Company, of Financing Closing Date (i) any representation or warranty made by it contained to obtain the satisfaction of the conditions specified in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or Sections 7.1 and 7.2; (ii) if requested by VIALOG, to seek the failure by it consents (to comply the extent required) to the continued existence in accordance with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements its then-stated terms of all long-term debt of each of the parties or Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the conditions Company and its Subsidiaries designated by VIALOG that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the obligations of non-competition agreements currently maintained by VIALOG with its key employees in the parties under this Agreement.form attached as Exhibit ------- 6.2

Agreement to Cooperate. (a) The Company and Parent Each of the Parties shall each use their reasonable its best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using its best efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the condition applicable to it set forth in Section 6.1(d); (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under federal or state securities laws or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC, the Federal Trade Commission or Parent the Department of Justice) and (iv) to lift any injunction or any of their Subsidiaries other legal bar to the Merger and the Transactions (and, in connection such case, to proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite vote of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby Merger and the Transactions is subject to the preacquisition notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of HSR. Each covenants and agrees to use its best efforts to achieve the prompt termination or expiration of any waiting period or any extension thereof under the HSR Act. Notwithstanding anything to the contrary contained in this Agreement, in connection with or as a condition to receiving the consent or approval of any Authority or otherwise, Acquiror shall not be required to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of it or any of its Subsidiaries (including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as Surviving Corporation after consummation of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E.Merger). (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries Parties agrees to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts take such actions as may be necessary to obtain any third Person consents related to or Governmental Authorizations legally required in connection with for the consummation of the Merger that are (i) necessary to consummate and the transactions contemplated herebyTransactions, (ii) disclosed or required to be disclosed in including the Parent Disclosure Letter or the Company Disclosure Lettermaking of any Governmental Filings, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, publications and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company requests for extensions and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentwaivers. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use its best efforts on or Merger Sub shall give prompt notice prior to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as Closing Date to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) obtain the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements satisfaction of the parties or the conditions to the obligations of the parties under this Agreementspecified in Sections 6.1 and 6.

Agreement to Cooperate. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (ivB) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger HSR Act and any related governmental request thereunder, and (vC) register or qualify the Share Issuance under any other applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Law. The Company and Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 5.05, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each . (b) The Company and Parent agree, and shall cause each of Parent their respective Subsidiaries, to cooperate and the Company shall to use its their reasonable best efforts to obtain any government clearances or approvals required for the opinion Closing under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign Law or decree designed to prohibit, restrict or regulate actions for the purpose or effect of Xxxxxxxx & Xxxxxxxx LLP monopolization or restraint of trade (collectively “Antitrust Laws”), to obtain the expiration of any applicable waiting period under any Antitrust Law, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Parent shall have the right to determine and direct the strategy and process by which the parties will seek required approvals under Antitrust Laws; provided that Parent will consult with and consider in good faith the views of the Company in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding anything to the contrary in this Section 5.11, neither Parent nor any of its Subsidiaries shall be required to be filed as Exhibit 8.1 (i) license, divest, dispose of or hold separate any material assets or businesses of Parent or the Company or any of their respective Subsidiaries or otherwise take or commit to the Registration Statementtake any action that limits in any material respect its freedom of action with respect to, includingor its ability to retain, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as any of the dates assets or businesses of Parent or the Company or any of their respective Subsidiaries, or (ii) agree to or effect any license, divestiture, disposition or hold separate any business or take any other action or agree to any limitation that is not conditioned on the consummation of the Merger. The Company (x) shall not take or agree to take any action identified in clause (i) or (ii) of the immediately preceding sentence without the prior written consent of Parent and (y) if so requested by Parent, shall use reasonable best efforts to effect any license, divestiture, disposition or hold separate of any of the Company’s assets or businesses necessary to obtain clearances or approvals required for the Closing under the Antitrust Laws, provided that such opinions, in substantially action is conditioned on the form attached hereto as Exhibits D and E.consummation of the Merger. (bc) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Parent Disclosure Letter or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Parent Material Adverse Effect on Parent or a Company Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. (cd) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect on Parent or a Company Material Adverse Effect on the CompanyEffect, respectively. The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Agreement to Cooperate. (a) The Company and Parent Each of the Parties shall each use their its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the condition applicable to it set forth in Section 6.1(c); (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals; (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under federal or state securities laws or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC, the FTC or Parent the DOJ); and (iv) to lift any injunction or any other legal bar to the Merger and the Transactions. Each of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and Parties recognizes that the consummation of the transactions contemplated hereby including, without limitation, Merger and the Merger, Transactions is subject to the preacquisition notification requirements of the HSR Act. Each agrees that it will file with the Antitrust Division of the DOJ and the FTC within fifteen (iii15) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to days of the date of this Agreement a Notification and the Merger required under the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock Report Form in connection a manner so as to constitute substantial compliance with the Merger and (v) register or qualify notification requirements of the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this AgreementHSR Act. Each of Parent Party covenants and the Company shall agrees to use its reasonable best efforts to achieve the prompt termination or expiration of any waiting period or any extension thereof under the HSR Act and to obtain any clearance required under the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to HSR Act for the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as consummation of the dates Merger, which efforts, for purposes of this Agreement, shall not require either Party, the Surviving Corporation or any of their respective Subsidiaries in order to obtain any consent or clearance from the DOJ, FTC or any other Authority to hold separate, sell or otherwise dispose of any assets, the effect of any of which, in the reasonable judgment of such opinionsParty, in substantially would be to materially impair the form attached hereto as Exhibits D and E.value of the Merger to such Party. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Parent Disclosure Letter or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party Xxxxxx Xxxxx will use its reasonable efforts, and will take any such actions reasonably requested by best efforts on or prior to the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure Closing Date to obtain such consent. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements satisfaction of the parties or the conditions to the obligations of the parties under this Agreementspecified in Sections 6.1 and 6.

Agreement to Cooperate. (a) The Company and Parent Each of the Parties shall each use their its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and proper under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the condition applicable to it set forth in Section 7.1(d), (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under federal or state securities laws or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC, the Federal Trade Commission or Parent the Department of Justice) and (iv) to lift any injunction or any of their Subsidiaries other legal bar to the Merger and the Transactions (and, in connection such case, to proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite vote of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby Merger and the Transactions is subject to the preacquisition notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use its reasonable best efforts to achieve the prompt termination or expiration of any waiting period or any extension thereof under the HSR Act. Notwithstanding anything to the contrary contained in this Agreement, in connection with or as a condition to receiving the consent or approval of any Authority or otherwise, Parent shall not be required to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the Merger, ). (iiib) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain assist the opinion Company in the preparation of Xxxxxxxx & Xxxxxxxx LLP required any materials, and shall provide information about its and its Subsidiaries' operations and financial condition for inclusion therein, to be filed as Exhibit 8.1 distributed to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E. (b) Each of Parent and Stockholders prior to the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third Person consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Parent Disclosure Letter or the Company Disclosure Letter, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentMeeting. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use its reasonable best efforts on or Merger Sub shall give prompt notice prior to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as Closing Date to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) obtain the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements satisfaction of the parties or the conditions to the obligations of the parties under this Agreementspecified in Sections 7.1 and 7.

Agreement to Cooperate. (a) The Company and Parent shall each Each of the Parties will use their commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law to consummate the Merger and make effective the transactions contemplated hereby Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicablepracticable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain from any Governmental Entity all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Financing Document, other filings under the Securities Act or the HSR Act and any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made submissions requested by the Company SEC or Parent the Federal Trade Commission or Department of Justice) and (iv) to lift any of their Subsidiaries injunction or other legal bar to the Merger and the Transactions (and, in connection such case, to proceed with the authorizationMerger and the Transactions as expeditiously as possible), execution and delivery subject, however, to the requisite votes of this Agreement and the Stockholders. Each of the Parties recognizes that the consummation of the transactions contemplated hereby includingMerger and the Transactions may be subject to the pre- merger notification requirements of the HSR Act. Each agrees that, without limitation, to the extent required by Applicable Law to consummate the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, it will file with respect to this Agreement the Antitrust Division of the Department of Justice and the Merger required Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the Securities Act and the Exchange HSR Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the dates of such opinions, in substantially the form attached hereto as Exhibits D and E.. (b) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries Parties agrees to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable efforts take such actions as may be necessary to obtain any third Person consents related to or Governmental Authorizations legally required in connection with for the consummation of the Merger that are (i) necessary to consummate and the transactions contemplated herebyTransactions, (ii) disclosed or required to be disclosed in including the Parent Disclosure Letter or the Company Disclosure Lettermaking of any Governmental Filings, as the case may be, or (iii) required to prevent a Material Adverse Effect on Parent or a Material Adverse Effect on the Company from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (c), such party will use its reasonable efforts, publications and will take any such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company requests for extensions and Parent, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the Effective Time, from the failure to obtain such consentwaivers. (c) Parent and the Company shall promptly (and, in any event, within 24 hours) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, respectively. The Company shall give prompt notice to Parent, and Parent will use commercially reasonable efforts on or Merger Sub shall give prompt notice prior to the Company, of Financing Closing Date (i) any representation or warranty made by it contained to obtain the satisfaction of the conditions specified in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or Sections 7.1 and 7.2; (ii) if requested by VIALOG, to seek the failure by it consents (to comply the extent required) to the continued existence in accordance with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements its then-stated terms of all long-term debt of each of the parties or Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the conditions Company and its Subsidiaries designated by VIALOG that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the obligations of non-competition agreements currently maintained by VIALOG with its key employees in the parties under this Agreement.form attached as Exhibit ------- 6.2