Company Cooperation; Takeover Laws Clause Samples

Company Cooperation; Takeover Laws. (a) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors (including legal and accounting advisors) to provide, all cooperation reasonably requested by Parent in connection with the arrangement of any financing to be consummated contemporaneous with the Closing in respect of the transactions contemplated by this Agreement (the “Financing”). (b) In connection with and without limiting the foregoing, the Company shall (i) use its reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Voting Agreements, the Merger or any of the other transactions contemplated hereby or by the Voting Agreements, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Voting Agreements, the Merger or any other transaction contemplated hereby or by the Voting Agreements, take all action necessary to ensure that the Merger, and the other transactions contemplated by this Agreement and the Voting Agreements may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) Notwithstanding the foregoing provisions of this Section 5.7, prior to the Effective Time, the Company and the Subsidiaries shall not be required to pay any commitment or other similar fee or to make any other payment other than reasonable out-of-pocket costs (100% of which shall be promptly reimbursed by the Parent) or to assume or incur any other liability in connection with the Financing and the compliance by the Company with its obligations under the preceding provisions of this Section 5.7. The Parent shall indemnify and hold the Company, the Subsidiaries and their respective Representatives harmless from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith.