Common use of Appropriate Actions; Consents; Filings Clause in Contracts

Appropriate Actions; Consents; Filings. (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 party 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 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, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable Law. The Company and Parent 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 6.03, 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 (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (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 party 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 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, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable Law. The Company and Parent 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 6.03, 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 (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (a) The Parent and 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 necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated hereby by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicablepracticable hereafter, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Government Approvals required to be obtained or made by the Company or Parent or any of their Subsidiaries respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions Holding Company Merger and the Bank Merger as contemplated hereby including the Mergerand thereby, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Holding Company Merger and the Bank Merger required under (A) the Securities Act and BHCA, (B) the California Financial Code, (C) the Bank Merger Act, (D) the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (CE) any other applicable Law. The ; provided, that the Company and Parent shall cooperate with each other in connection with the preparation and making of all such filings, including including, if requested, by 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 6.03; provided further, Parent that any initial filings with Governmental Entities (other than the Registration Statement, the Agreement of Merger, the Certificate of Merger and the Agreement of Bank Merger) shall be made by Parent as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 calendar days after the date hereof; and provided further, that nothing in this Section 5.5(a) shall use their reasonable best efforts require the expenditure of money by Parent or the Company to a third party in exchange for any such consent (other than filing or processing fees) except as required by applicable Law. The Company and Parent shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any under applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (a) The Company and Parent parties 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 necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated hereby by this Agreement that are intended to be consummated prior to the Company Merger Effective Time as promptly as practicablepracticable hereafter, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Required Government Approvals required to be obtained or made by the Company or Parent Acquiror or any of their Subsidiaries respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions Company Merger and the Bank Merger as contemplated hereby including the Mergerhereby, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement Agreement, the Company Merger and the Bank Merger required under (A) the Securities BHCA, (B) the California Financial Code, (C) the Federal Deposit Insurance Act and (D) the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (CE) any other applicable Law. The ; provided, however, that the Company and Parent Acquiror shall cooperate with each other in connection with the preparation and making of all such filings, including including, if requested and subject to applicable laws regarding the exchange of information by 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 therewith provided that the reviewing party agrees to Section 6.03act reasonably and as promptly as practicable; provided further, Parent and however, that any initial filings with Governmental Entities (other than the FDIC Offering Circular) shall be made by Acquiror as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in PALOALTO 66463 v1 (2K) -46- no event later than 60 Business Days after the date hereof; and provided further, that nothing in this Section 6.3(a) shall use their reasonable best efforts require the expenditure of money by Acquiror or the Company to a third party in exchange for any such consent (other than filing or processing fees). The Company and Acquiror shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any under applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (a) The Acquiror and 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 necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated hereby by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicablepracticable hereafter, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Government Approvals required to be obtained or made by the Company or Parent Acquiror or any of their Subsidiaries respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions Holding Company Merger and the Bank Merger as contemplated hereby including the Mergerhereby, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement Agreement, the Holding Company Merger and the Bank Merger required under (A) the Securities Act and BHCA, (B) the California Financial Code, (C) the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (CD) any other applicable Law. The ; provided, that the Company and Parent Acquiror shall cooperate with each other in connection with the preparation and making of all such filings, including including, if requested and subject to applicable laws regarding the exchange of information by 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 therewith provided that the reviewing party agrees to Section 6.03act reasonably and as promptly as practicable; provided further, Parent and that any initial filings with Governmental Entities (other than the Registration Statement) shall be made by Acquiror as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 Business Days after the date hereof; and provided further, that nothing in this Section 5.5(a) shall use their reasonable best efforts require the expenditure of money by Acquiror or the Company to a third party in exchange for any such consent (other than filing or processing fees). The Company and Acquiror shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any under applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (a) The Company Metrocall and Parent Arch shall each use use, and shall cause each of their respective Subsidiaries to use, their reasonable best efforts to to, as soon as practicable after the date hereof, (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicableTransactions, (ii) obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of each Company and their respective Subsidiaries, (iii) obtain from any Governmental Entity or any other third party governmental authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or from any governmental authorities in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (iv) make all necessary filings, notifications and submissions and thereafter make any other required submissions, with respect to this Agreement and the Merger, required under (A) the HSR Act and Antitrust Laws, (B) the Communications Act, (C) the FCC Regulations, (D) the Telecommunications Laws, and (E) any other applicable law required to be made by the Company Metrocall or Parent Arch 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 the MergerTransactions; provided, that Metrocall 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, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable Law. The Company and Parent Arch shall cooperate with each other in connection with the making of all -52- such filingsfilings and submissions, including providing copies of all such documents to the non-filing party and its advisors prior to filing filings and, if requested, to shall accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 6.03, Parent Metrocall and the Company Arch shall use their reasonable best efforts to furnish to each other all information required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) law in connection with the transactions contemplated by this AgreementTransactions.

Appropriate Actions; Consents; Filings. (a) The Bancorp and the Company and Parent shall each use their commercially 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 necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated hereby by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicable, practicable hereafter; (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Government Approvals required to be obtained or made by the Company or Parent Bancorp or any of their Subsidiaries respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the Parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions Merger as contemplated hereby including the Merger, hereby; 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) under the Securities Act and BHCA, (B) under the Exchange Act, and (C) under the Texas Finance Code (the “Texas Finance Code”), (D) under any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (CE) under any other applicable Law. The ; provided that the Company and Parent Bancorp shall cooperate with each other in connection with the preparation and making of all such filings, including including, if requested and subject to applicable Law, by 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 therewiththerewith provided that the reviewing party agrees to act reasonably and as promptly as practicable. Subject to Section 6.03, Parent The Company and the Company Bancorp shall use their reasonable best efforts to furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any under applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Bancorp to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on either the Company or Bancorp (measured on a scale relative to the Company) (a “Materially Burdensome Regulatory Condition”).

Appropriate Actions; Consents; Filings. (a) The Company Parties shall cooperate with each other in connection with, and Parent the Contributor Parties and the Contributed Companies shall each use their commercially reasonable best efforts to (i) take, or to cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary necessary, proper or advisable under the Agreement and proper under the other Ancillary Agreements to which they are a party, applicable Law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicableTransactions, (ii) obtain from any Governmental Entity or any other third party Authorities any consents, licenses, permitsPermits, waivers, approvals, authorizations, authorizations or orders Orders required to be obtained and to make any filings with or notifications or submissions to any Governmental Authority required to be made by the Company or Parent or any of their Subsidiaries such Governmental Authority in connection with this Agreement, the authorization, execution and delivery of this Agreement other Ancillary Agreements to and the consummation of the transactions contemplated hereby including the MergerTransactions, and (iii) as promptly as practicable, make all necessary filings, notices and thereafter make any other required submissions, with respect to this Agreement and the Merger Ancillary Agreements, that are necessary, proper or advisable under applicable Law or otherwise are reasonably required under (A) to obtain the Securities Act Company Approvals and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other to comply with applicable Law. The Each of the Company Approvals shall be in writing and Parent in form and substance reasonably satisfactory to Buyer, and executed counterparts of such Company Approvals shall cooperate with each other be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything herein to the contrary, none of Buyer or its Affiliates shall be required to pay any amounts in connection with obtaining any Company Approvals or to provide any guarantees of 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 6.03, 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 obligations of any applicable Law (including all information required to be included in Contributed Company, the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this AgreementContributor Parties or any other Person.

Appropriate Actions; Consents; Filings. (a) The Company Upon the terms and Parent shall subject to the conditions set forth in this Agreement, each of the parties agrees to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, in the case of the Company, consistent with the fiduciary duties of the Company Board with the advice of the Company's outside counsel, and to assist and cooperate with the other parties in doing, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable; (ii) obtain from any Governmental Entity the obtaining of all necessary actions or any other third party any consents, licenses, permitsnonactions, waivers, approvalsconsents, authorizationsclearances, 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 approvals from Governmental Entities and non-governmental third parties and the consummation making of the transactions contemplated hereby all necessary registrations and filings (including the Merger, filings with Governmental Entities); and (iii) as promptly as practicable, make the obtaining of all necessary filingsconsents, approvals or waivers from third parties. In connection with and thereafter make any other required submissionswithout limiting the foregoing, 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, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable Law. The Company and Parent shall cooperate with each other in connection file as promptly as practicable with the making U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of all such filings, including providing copies the U.S. Department of all such documents Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act with respect 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 6.03, Parent Merger and the Company shall use their reasonable best efforts other transactions contemplated by this Agreement with respect 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 (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not be obligated to use its reasonable efforts or take any action pursuant to this Section 6.04 if, there shall have been a Change in Recommendation. The HSR Filing shall be in substantial compliance with the requirements of the Laws, as applicable. Subject to first having used all reasonable efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, Company and Parent shall defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay, temporary restraining order, or preliminary injunction entered by any Governmental Entity vacated or reversed.

Appropriate Actions; Consents; Filings. (a) The Company CVBF and Parent FCBS 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 necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated hereby by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicablepracticable hereafter, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Government Approvals required to be obtained or made by the Company FCBS or Parent CVBF or any of their Subsidiaries respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions Holding Company Merger and the Bank Merger as contemplated hereby including the Mergerand thereby, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Holding Company Merger and the Bank Merger required under (A) the Securities Act and BHCA, (B) the California Financial Code, (C) the Bank Merger Act, (D) the Exchange Act, (E) the National Bank Act and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (CF) any other applicable Law. The Company ; provided, that FCBS and Parent CVBF shall cooperate with each other in connection with the preparation and making of all such filings, including including, if requested, by 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 6.03; provided further, Parent that any initial filings with Governmental Entities (other than the Registration Statement, the Agreement of Merger, the Certificate of Merger and the Company Agreement of Bank Merger) shall use their reasonable best efforts be made by CVBF as soon as reasonably practicable after the execution hereof; and provided further, that nothing in this Section 5.4(a) shall require the expenditure of money by CVBF or FCBS to a third party in exchange for any such consent (other than filing or processing fees) except as required by applicable Law. FCBS and CVBF shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any under applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (a) The Each of Parent and the Company and Parent shall each has agreed to use their its reasonable best efforts to consummate the Transactions, including (i) takepromptly obtain all actions or nonactions, 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 party any consents, licenses, permits, waivers, approvals, authorizations, authorizations and orders from Governmental Entities or orders required to be obtained other persons necessary or made by the Company or Parent or any of their Subsidiaries advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including the MergerTransactions, and (iiiii) as promptly as practicable, and in any event within ten business days after the date of the Merger Agreement, make and not withdraw (without the Company's consent) all registrations and filings with any Governmental Entity or other persons necessary filingsor advisable in connection with the consummation of the Transactions, including the filings required of the parties to the Merger Agreement or their "ultimate parent entities" under the HSR Act or any other Antitrust Law, and thereafter promptly make any further filings pursuant thereto that may be necessary or advisable, (iii) defend all lawsuits or other required submissionslegal, regulatory, administrative or other proceedings to which it or any of its affiliates is a party challenging or affecting the Merger Agreement or the consummation of the Transactions, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (iv) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the Transactions, in each case until the issuance of a final, non-appealable order with respect thereto, (v) seek to resolve any objection or assertion by any Governmental Entity challenging the Merger Agreement or the Transactions, and (vi) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. With respect to certain regulatory matters, and without limiting the provisions described above in this Agreement Section 11—"The Merger Agreement; Other Agreements—Appropriate Actions; Consents; Filings": • Parent shall promptly take (and shall cause each of its affiliates to take) any and all actions necessary or advisable in order to avoid or eliminate each and every impediment to the consummation of the Transactions, and obtain all approvals and consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as to enable the parties to consummate the Transactions as promptly as practicable; provided that such actions shall only be deemed to require accepting operational restrictions or limitations on, and committing to or effecting the sale, license, disposition or holding separate of, such assets or businesses of Parent, Purchaser, the Company, the Surviving Corporation or any of their respective affiliates (and the Merger entry into agreements with, and submission to decrees, judgments, injunctions or orders of the relevant Governmental Entity) as may be required under to obtain such approvals or consents of such Governmental Entities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions (Asuch actions, "Antitrust Divestitures") if such Antitrust Divestitures would not, individually or in the Securities Act aggregate, reasonably be expected to have a material adverse effect on Optical Holding and its subsidiaries, or a Company Material Adverse Effect, immediately after giving effect to the Merger. • The Company may make, subject to the condition that the Transactions actually occur, any undertakings (including undertakings to accept operational restrictions or limitations or to make sales or other dispositions, provided that such restrictions, limitations, sales or other dispositions are conditioned upon the consummation of the Transactions) as are required to obtain such approvals or consents of such Governmental Entities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. • Each of Parent, Purchaser and the Exchange ActCompany shall give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Transactions, keep the other parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and promptly inform the other parties of any other applicable federal communication to or state securities from any Governmental Entity regarding the transaction. For purposes of this Offer to Purchase, "Antitrust Laws" means, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable LawU.S. or foreign competition, antitrust, merger control or investment laws. The Company and Parent shall cooperate with each other in connection with the making of all such filingsAs described below under "Section 16—Certain Legal Matters; Regulatory Approvals", including providing copies of all such documents to the non-filing party and its advisors prior to filing andon October 29, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 6.032013, Parent and the Company shall use their reasonable best efforts were notified that the applicable agencies of the U.S. government have granted early termination of the applicable waiting periods under the HSR Act, relating to furnish to each other all information required for any application or other filing to be made the purchase of Shares pursuant to the rules Offer and regulations consummation of the Merger. Publicity. Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law Law, fiduciary duties or by obligations pursuant to any listing agreement with any national securities exchange. Employee Matters. Parent agreed that, for the period beginning at the Effective Time and continuing through the period ending on the first anniversary thereof, it shall provide or shall cause its subsidiaries (including the Surviving Corporation) to provide (i) base salary, wages, bonus opportunities and long-term incentive compensation opportunities (in the form of equity-based or cash-based awards or a combination thereof, and severance benefits) to each employee of the Company and its subsidiaries immediately prior to the Effective Time (each, a "Company Employee") that are substantially comparable, in the aggregate, to the rate of base salary, wages, bonus opportunities and long-term incentive compensation opportunities (in the form of equity-based or cash-based awards or a combination thereof, and severance benefits) provided to such Company Employee immediately prior to the Effective Time; and (ii) employee benefits (other than equity-based compensation or retiree medical benefits) to each Company Employee that are substantially comparable, in the aggregate, to the employee benefits (other than equity-based compensation or retiree medical benefits) provided to such Company Employee immediately prior to the Effective Time. From and after the Effective Time, Parent shall, or shall cause its subsidiaries, including the Surviving Corporation, to assume, honor and continue all information of the Company's and its subsidiaries' employment, severance, retention and termination plans, policies, programs, agreements and arrangements (including any change in control or severance agreement between the Company or its subsidiaries and any Company Employee), in each case, in accordance with their terms as in effect immediately prior to the Effective Time. The Company shall take all necessary actions such that no Shares may be purchased under the Company Stock Purchase Plan on or after the date of the Merger Agreement. As of the Effective Time, the Company Stock Purchase Plans shall terminate without this creating any obligation on the part of Parent or the Surviving Corporation to provide similar benefits or compensation for such termination after the Effective Time. Parent and Purchaser have each agreed to cause Optical Holding to comply with the foregoing to the full extent that Parent and Purchaser are required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreementdo so.

Appropriate Actions; Consents; Filings. (a) The Parties will cooperate with each other in connection with, and each Seller and Acquired Company and Parent shall each use their commercially reasonable best efforts to (ia) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and proper under the Ancillary Agreements to which they are a party, applicable Law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicableTransactions, (iib) obtain from any Governmental Entity or any other third party Authorities any consents, licenses, permitsPermits, waivers, approvals, authorizations, authorizations or orders Orders required to be obtained and to make any filings with or notifications or submissions to any Governmental Authority required to be made by the Company or Parent or any of their Subsidiaries in connection with this Agreement, the authorization, execution and delivery of this Agreement Ancillary Agreements and the consummation of the transactions contemplated hereby including the MergerTransactions, and (iiic) as promptly as practicable, make all necessary filings, notices and thereafter make any other required submissions, with respect to this Agreement and the Merger Ancillary Agreements, that are necessary, proper or advisable under applicable Law or otherwise are reasonably required under (A) to obtain the Securities Act Company Approvals and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other to comply with applicable Law. The Each of the Company Approvals shall be in writing and Parent in form and substance reasonably satisfactory to Buyer, and executed counterparts of such Company Approvals shall cooperate with each other be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything herein to the contrary, none of Buyer or its Affiliates shall be required to pay any amounts in connection with obtaining any Company Approvals or to provide any guarantees of 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 6.03, 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 obligations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this AgreementAcquired Company or any Seller.

Appropriate Actions; Consents; Filings. (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 that, in either case, are necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity Authority or any other third party 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 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 ActAct and the rules and regulations thereunder, and any other applicable federal or state securities Lawslaws, (B) the HSR Act and any related governmental request thereunder, thereunder and (C) any other applicable Lawlaw. The Company and Parent acknowledge that the Warburg Entities and certain of their affiliates may be required to make a filing under the HSR Act and shall provide such assistance to the Warburg Entities and their affiliates as is reasonably required for the Warburg Entities and their affiliates to obtain approval from the Federal Trade Commission in connection therewith. Company and Parent 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 6.03, Company and 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 any applicable law or the rules and regulations of any applicable Law Governmental Authority (including all information required to be included in the Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (a) The Company and Parent Each of the parties to this Agreement 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 domestic or foreign governmental, administrative, judicial or regulatory authority, agency, governmental, administrative, judicial or regulatory authority, agency, commission, body, court, or other legislative, executive, or judicial governmental entity (each a "Governmental Entity or any other third party Entity" and collectively, the "Governmental Entities") any consents, licenses, permits, waivers, approvals, authorizations, permits, or orders of Governmental Entities that are required by applicable law to be obtained to permit the parties to consummate the Merger (collectively, the "Government Approvals") required to be obtained or made by parties, or to avoid or cause to be withdrawn or terminated, without prejudice to the Company parties, any action or Parent or proceeding by any of their Subsidiaries Governmental Entity, in connection with the authorization, execution execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby including the Merger, ; and (iiiii) 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) any applicable laws; provided, that the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable Law. The Company and Parent parties to this Agreement shall cooperate with each other in connection with the preparation and making of all such filings, including including, if requested and subject to applicable laws regarding the exchange of information by 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 therewiththerewith provided that the reviewing party agrees to act reasonably and as promptly as practicable. Subject As promptly as practicable after the date of this Agreement, Bear Lake shall provide to Section 6.03Xxxxx & Wesson the audited consolidated financial statements of Bear Lake and its subsidiaries as of and for the nine months ended September 30, Parent and 2006, which financial statements will comply as to form in all material respects with 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 published rules and regulations of any applicable Law the Securities and Exchange Commission with respect thereto. Xxxxx & Wesson shall, within five (including all information required 5) days after receipt of each invoice submitted by Bear Lake to be included in Xxxxx & Wesson, pay the Proxy Statement fees of Xxxxx Xxxxxxxx, LLP ("Xxxxx Xxxxxxxx"), the independent registered public accounting firm of Bear Lake, for the review and audit of the Registration Statement) in connection with the transactions contemplated by this Agreementforegoing financial statements of Bear Lake.

Appropriate Actions; Consents; Filings. (a) The Company Each of FFI, FFB and Parent DCB shall each use their its commercially reasonable best efforts to (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law or otherwise in order to consummate and make effective the transactions contemplated hereby by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicablepracticable hereafter, (ii) to obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Government Approvals required to be obtained or made by the Company DCB or Parent FFI or FFB or any of their Subsidiaries respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the Parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions Merger as contemplated hereby including the Mergerhereby, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and Agreement, the Merger required under (A) the Bank Merger Act, (B) HOLA, (C) the California Financial Code, (D) the CGCL; (E) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (CF) any other applicable Applicable Law. The Company ; provided, that FFI, FFB and Parent DCB shall cooperate with each other in connection with the preparation and making of all such filings, including including, if requested and subject to Applicable Laws regarding the exchange of information by providing copies of all such documents to the non-filing party Party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewiththerewith provided that the reviewing Party agrees to act reasonably and as promptly as practicable; provided further, that any initial filings with Governmental Entities (other than the Registration Statement) shall be made by the Party responsible therefor as soon as reasonably practicable; and provided further, that nothing in this Section 6.5(a) shall require the expenditure of money by FFI, FFB or DCB to a third party in exchange for any such consent (other than filing or processing fees). Subject to Section 6.03, Parent DCB and the Company FFI shall use their reasonable best efforts to furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any applicable under Applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (a) The Company and Parent Each Party hereto shall each use their its commercially reasonable best efforts to (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and necessary, proper or advisable under applicable Applicable Law or otherwise in order to enable that Party to consummate and make effective Merger and the other transactions contemplated hereby by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicablepracticable hereafter, (ii) to obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Government Approvals required to be obtained or made by the Company or Parent such Party or any of their Subsidiaries its Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the Parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions Merger as contemplated hereby including the Mergerhereby, and (iii) as promptly as practicable, to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and or the Merger required under (A) the Securities Bank Merger Act and the Exchange BHCA, (B) the HCFC and the HBCA, (C) the CFC and the CGCL; (D) the Securities Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (CE) any other applicable Applicable Law. The Company and Parent ; provided, that each of the Parties shall cooperate with each other the others in connection with the preparation and making of all such filings, including including, if requested and subject to Applicable Laws regarding the exchange of information, by providing copies of all such documents to the non-filing party Party and its advisors at least two (2) Business Days prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject therewith provided that the reviewing Party agrees to Section 6.03act reasonably and as promptly as practicable; provided further, Parent and that the Company Party responsible for any initial filings with Governmental Entities shall make such filings as soon as reasonably practicable under the circumstances then in effect, except that FFB will use their its commercially reasonable best efforts to file the Interagency Merger Application not later than thirty (30) days following the date of this Agreement; and provided further, that nothing in this Section 6.5(a) shall require the expenditure of money by FFI, FFB or PRB to a third party in exchange for any such consent (other than filing or processing fees). PRB and FFI shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any applicable under Applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Actions; Consents; Filings. (a) The Parent and 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 necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated hereby by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicable, practicable hereafter; (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Government Approvals required to be obtained or made by the Company or Parent or any of their Subsidiaries respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the Parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions Merger as contemplated hereby including the Merger, hereby; 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) under the Securities Act and BHCA, (B) under the Exchange Act, and (C) to the Banco de España, (D) under the Texas Finance Code (the “Texas Finance Code”), (E) under any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (CF) under any other applicable Law. The ; provided that the Company and Parent shall cooperate with each other in connection with the preparation and making of all such filings, including including, if requested and subject to applicable Law, by 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 therewith provided that the reviewing party agrees to Section 6.03act reasonably and as promptly as practicable; provided further, that any initial filings with Governmental Entities shall be made by Parent and as soon as reasonably practicable after the execution hereof if the Company has cooperated as described above, in no event later than sixty (60) days after the date hereof; and provided further, that nothing in this Section 5.04(a) shall use their reasonable best efforts require the expenditure of money by Parent or the Company to a third party in exchange for any such consent (other than filing or processing fees). The Company and Parent shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any under applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. The Parent agrees to promptly provide to the Company complete copies of all of the public portions of all filings with any Governmental Entities in connection with this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on either the Company or Parent (measured on a scale relative to the Company) (a “Materially Burdensome Regulatory Condition”).