Common use of Filings; Other Actions; Notification Clause in Contracts

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, the Company shall promptly prepare and deliver to Parent a draft of a proxy statement (the "Proxy Statement"). Thereafter, the Company and Parent shall use their reasonable best efforts to cooperate fully to make such changes to the Proxy Statement as may be reasonably requested by Parent or otherwise may be appropriate, file the Proxy Statement with the SEC as soon as practicable and respond promptly to any SEC comments. Upon filing the final, definitive Proxy Statement with the SEC, the Company shall mail such Proxy Statement to its stockholders. Notwithstanding the foregoing, if Merger Subsidiary obtains 90 percent or more of the Common Shares through the Tender Offer, Merger Subsidiary shall use the short form merger provisions of Section 253 of the DGCL. (b) The Company and Parent shall use and shall cause their "ultimate parent entities," (if applicable) to use, their best efforts to as promptly as practicable file notifications under the HSR Act in connection with the Merger (and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. (c) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all reasonable efforts (i) to cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement, provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conference. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (i) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that would have a Company Material Adverse Effect or Parent Material Adverse Effect, respectively. (ii) The Company and Parent each shall give prompt notice to the other of (A) the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant to this Section 6.5(e)(ii) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Filings; Other Actions; Notification. (a) In American and US Airways shall promptly after the date of this Agreement prepare, and American shall use its reasonable best efforts to file with the SEC as promptly as practicable thereafter, a registration statement on Form S-4 in connection with the issuance of shares of Newco Common Stock to stockholders of US Airways (the “Form S-4”), which Form S-4 will include a prospectus and a proxy statement in connection with the Stockholders Meeting referred to in Section 6.4 above, the Company shall promptly prepare and deliver to Parent a draft of a proxy statement (the "“Prospectus / Proxy Statement"”). ThereafterEach of American and US Airways, in consultation with the Company and Parent other and, in the case of American, in consultation with the UCC’s Advisors, shall use their its reasonable best efforts to cooperate fully (i) respond to make such changes to any comments on the Form S-4 or the Prospectus / Proxy Statement as may be reasonably requested by Parent or otherwise may be appropriate, file the Proxy Statement with requests for additional information from the SEC as soon as reasonably practicable after receipt of any such comments or requests and respond (ii) have the Form S-4 declared effective under the Securities Act by the date that is 120 days after the date of this Agreement, and US Airways shall use its reasonable best efforts to promptly to any SEC comments. Upon filing thereafter mail the final, definitive Proxy Statement with the SEC, the Company shall mail such Prospectus / Proxy Statement to its the holders of shares of US Airways Common Stock. The Form S-4, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the “Form S-4 Documents”), shall be provided to US Airways and the UCC’s Advisors prior to being filed with the SEC and shall be in form and substance reasonably acceptable to US Airways (such acceptance not to be unreasonably delayed, conditioned or withheld). The Prospectus / Proxy Statement, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the “Proxy Statement Documents”), shall be provided to American prior to being mailed to the stockholders of US Airways and shall be in form and substance reasonably acceptable to American (such acceptance not to be unreasonably delayed, conditioned or withheld). Prior to the date the Prospectus / Proxy Statement is initially mailed to US Airways stockholders. Notwithstanding , American, US Airways and Merger Sub shall cooperate in good faith to approve a certificate or certificates of designation to the foregoingNewco Charter as reasonably necessary to create the Newco Mandatorily Convertible Preferred Stock, if Merger Subsidiary obtains 90 percent which certificate or more certificates of the Common Shares through the Tender Offer, Merger Subsidiary designation shall use the short form merger provisions be reasonably acceptable to each of Section 253 of the DGCLAmerican and US Airways. (b) The Company American and Parent shall use and shall cause their "ultimate parent entities," (if applicable) to use, their best efforts to as promptly as practicable file notifications under the HSR Act in connection with the Merger (and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. (c) The Company and Parent US Airways shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all reasonable efforts (i) to actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws (i) to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly soon as practicable all documentation to effect all necessary notices, reports and other filings, filings (including any required filings under the EU Merger Regulation) and (ii) to obtain as promptly as practicable all material consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement or Agreement. For the Stock Option avoidance of doubt, American and US Airways agree that obligations relating to “reasonable best efforts” and “as soon as practicable” in the preceding sentence shall, among other things, mean, with respect to filing of the notification and required form under the HSR Act made by the parties prior to the date of this Agreement, provided, however, that nothing in this Section 6.5 shall require, using reasonable best efforts to be prepared to complete a certification of compliance with any request for additional information issued by the Department of Justice or be construed to require, Parent, Federal Trade Commission in connection with the receipt of any regulatory approval, to proffer to, or agree to any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company “Second Request”) no later than 60 days following the Effective Time), to conduct its business in the manner as issuance of such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conferenceSecond Request. Subject to applicable Laws relating to the exchange of information, Parent American and US Airways shall permit the Company shall have the right other party to review review, in advance, any written communication given by it to, and to the extent practicable consult with each will consult the other on, all the information relating to Parent in advance of any meeting or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made conference with, or written materials submitted to any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 . To the extent permitted by Law, each party shall require Parent to provide information contained in the other with copies of all correspondence between it (or its notification under the HSR Act advisors) and any Governmental Entity relating to the Company that it transactions contemplated by this Agreement and, to the extent reasonably deems to be confidentialpracticable, all telephone calls and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include Representatives of American and US Airways. In exercising the foregoing rightrights, each of the Company American and Parent US Airways shall act reasonably and as promptly as practicable. (dc) The Company To the extent permitted by applicable Laws, American and Parent US Airways each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer DocumentsForm S-4, the Schedule 14D-1, the Schedule 14D-9, the Prospectus / Proxy Statement, Statement or any other statement, filing, notice or application made by or on behalf of ParentAmerican, the Company US Airways or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (id) The Company Subject to applicable Laws and Parent the instructions of any Governmental Entity, American and US Airways each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent American or the CompanyUS Airways, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each American shall give prompt notice to the other US Airways of any change that would have a Company change, fact or condition which, to American’s Knowledge, is reasonably expected to result in an American Material Adverse Effect or Parent Material Adverse Effect, respectively. (ii) The Company and Parent each of any failure of any condition to US Airways’ obligations to effect the Merger. US Airways shall give prompt notice to the other of (A) the occurrence, or nonoccurrence, American of any event the occurrencechange, fact or nonoccurrencecondition which, to US Airways’ Knowledge, is reasonably expected to result in a US Airways Material Adverse Effect or of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any material failure of any party condition to comply with or satisfy any covenantAmerican’s obligations to effect the Merger. Notwithstanding the above, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.5(e)(ii4.7(d) shall will not limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger. (e) American’s and US Airways’ obligations under this Section 4.7 shall include the obligation to cooperate with each other and use (and cause their respective Subsidiaries to use) their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any actions by a Governmental Entity, challenging the consummation of the Merger or the other transactions contemplated hereby, including using reasonable best efforts to seek to have any stay or other injunctive relief which would prevent or materially delay or impair the consummation of the transactions contemplated by this Agreement entered by any court or other Governmental Entity reversed on appeal or vacated. For purposes of this Section 4.7, “reasonable best efforts” shall include each of American’s and US Airways’ agreement to, (i) sell, hold separate or otherwise dispose of its assets or the assets of its Subsidiaries or conduct its business in a specified manner or (ii) permit its assets or the assets of its Subsidiaries to be sold, held separate or disposed of or permit its business to be conducted in a specified manner; provided, however, that nothing in this Agreement will require, or be deemed to require, American or US Airways to agree to or effect any divestiture or take any other action (x) if doing so would, individually or in the aggregate, reasonably be expected to result in a Newco Material Adverse Effect, (y) if any such sale, holding separate or other disposition of assets or conduct of business in a specified manner would be required to be effected prior to the occurrence of the Effective Time or (z) in the case of American, that is not permitted by the Bankruptcy Court; provided that American has used its reasonable best efforts to, and taken all action reasonably necessary to, promptly obtain permission to take such action from the Bankruptcy Court. “Newco Material Adverse Effect” means a material adverse effect on the financial condition, assets, liabilities, business, prospects, consolidated business plan or results of operations of Newco and its Subsidiaries taken as a whole.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, the Company Arch and PageNet shall promptly prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"), and Arch shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Thereafter, the Company Arch and Parent PageNet each shall use their its reasonable best efforts to cooperate fully to make such changes have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable and on the same day as each of the Exchange Registration Statements, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of Arch and PageNet. Arch shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto. Each party shall notify the other of the receipt of the comments of the SEC and of any requests by the SEC for amendments or supplements to the Prospectus/Proxy Statement as may or the S-4 Registration Statement or for additional information and shall promptly supply one another with copies of all correspondence between any of them (or their Representatives) and the SEC (or its staff) with respect thereto. If, at any time prior to either of the Arch Stockholders Meeting or the PageNet Stockholders Meeting, any event shall occur relating to or affecting Arch, PageNet, or their respective officers or directors, which event should be reasonably requested by Parent described in an amendment or otherwise may be appropriate, file supplement to the Prospectus/Proxy Statement or the S-4 Registration Statement, the parties shall promptly inform one another and shall cooperate in promptly preparing filing and clearing with the SEC as soon as practicable and respond promptly to any SEC comments. Upon filing the final, definitive Proxy Statement with the SEC, the Company shall mail such Proxy Statement to its stockholders. Notwithstanding the foregoingand, if Merger Subsidiary obtains 90 percent required by applicable securities laws, mailing to Arch' or more of PageNet's stockholders, as the Common Shares through the Tender Offercase may be, Merger Subsidiary shall use the short form merger provisions of Section 253 of the DGCLsuch amendment or supplement. (b) The Company PageNet and Parent Arch each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their its respective reasonable best efforts to as promptly as practicable file notifications under cause to be delivered to the HSR Act other party and its directors a letter of its independent auditors, dated: (i) the date on which the S-4 Registration Statement and the Exchange Registration Statements shall become effective; and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Merger (S-4 Registration Statement and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersExchange Registration Statements. (c) The Company PageNet and Parent Arch shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all their respective reasonable efforts best efforts: (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Tender OfferMerger, the Merger Exchange Offers and the other transactions contemplated by this 42 Agreement and (including, if necessary, the Stock Option Agreement Prepackaged Plan) as soon as practicable, including including: (A) obtaining opinions of their respective attorneys referred to in Article VII below; (B) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports petitions, filings and other filingsdocuments; and (C) instituting court actions or other proceedings necessary to obtain the approvals required to consummate the Merger, the Exchange Offers or the other transactions contemplated by this Agreement or defending or otherwise opposing all court actions or other proceedings instituted by a Governmental Entity or other Person under the Governmental Regulations for purposes of preventing the consummation of the Merger, the Exchange Offers and the other transactions contemplated by this Agreement; and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender OfferMerger, the Merger Exchange Offers or any of the other transactions contemplated by this Agreement or the Stock Option Agreement; PROVIDED, provided, howeverHOWEVER, that nothing in this Section 6.5 shall require, require either Arch or be construed PageNet to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to any conditions relating todivestitures or hold separate or similar arrangements if such divestitures or arrangements would reasonably be expected to have a material adverse effect on Arch or PageNet, or changes or restriction in, a material adverse effect on the operations of any such assets or businesses which, in either case, could, in the reasonable judgment expected benefits of the board of directors of Parent, materially and adversely impact Merger to it. Neither Arch nor PageNet will agree to any divestitures or hold separate or similar arrangements without the economic or business benefits to PLC and its Subsidiaries prior written approval of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conferenceparty. Subject to applicable Laws laws relating to the exchange of information, Parent Arch and the Company PageNet shall have the right to review in advance, and to the extent practicable each will consult the other party on, all the information relating to Parent Arch or the CompanyPageNet, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company PageNet and Parent Arch shall act reasonably and as promptly as practicable. (d) The Company PageNet and Parent Arch each shall, upon request by the otherother party, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement, the Exchange Registration Statements or any other statement, filing, notice or application made by by, or on behalf of Parentof, the Company Arch, PageNet or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender OfferMerger, the Merger Exchange Offers and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (ie) The Company PageNet and Parent Arch each shall keep the other party apprised of the status of matters relating to completion of the transactions contemplated herebyby this Agreement, including promptly furnishing the other party with copies of notices or other communications received by Parent Arch or the CompanyPageNet, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender OfferMerger, the Merger Exchange Offers and the 43 other transactions contemplated by this Agreement. The Company Each of PageNet and Parent each Arch shall give prompt notice to the other party of any change that would have is reasonably likely to result in a Company Material Adverse Effect on it or Parent Material Adverse Effect, respectivelyof any failure of any conditions to the other party's obligations to effect the Merger set forth in Article VII. (iif) The Company Each of PageNet and Parent each shall give prompt notice Arch agrees that if a bona fide Acquisition Proposal is made to acquire shares of the other party to this Agreement, then upon the request of (A) the occurrenceparty not receiving the Acquisition Proposal, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely party receiving the Acquisition Proposal will cooperate with the other party to cause any representation or warranty contained in this Agreement to make such filings and take such other actions as may be untrue permitted or inaccurate required under the FCC's Policy Statement in any material respect at or prior Tender Offers and Proxy Contests, in order to allow the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant parties to this Section 6.5(e)(ii) shall not limit or otherwise affect Agreement to take all steps as are necessary to consummate the remedies available hereunder to transactions contemplated hereby pending FCC approval of the party receiving such noticetransaction.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, Parent and the Company shall promptly prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"). Thereafter, the Company and Parent shall prepare and file with the SEC the F-4 Registration Statement as promptly as practicable. Parent and the Company each shall use their reasonable its best efforts to cooperate fully to make such changes to have the Proxy F-4 Registration Statement declared effective under the Securities Act as may be reasonably requested by Parent or otherwise may be appropriate, file the Proxy Statement with the SEC as soon promptly as practicable after such filing, and respond promptly to any SEC comments. Upon filing thereafter mail the final, definitive Proxy Statement with the SEC, the Company shall mail such Prospectus/Proxy Statement to its stockholders. Notwithstanding the foregoing, if Merger Subsidiary obtains 90 percent or more shareholders of the Common Shares through Company. Parent shall also use its best efforts to obtain prior to the Tender Offer, Merger Subsidiary shall use the short form merger provisions of Section 253 effective date of the DGCLF-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The Company and Parent each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their its best efforts to as promptly as practicable file notifications under cause to be delivered to the HSR Act other party and its directors letters of its independent auditors, dated (i) the date on which the F-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Merger F-4 Registration Statement. (c) The Company shall use its best efforts to cause the Trusts to promptly prepare and file with the SEC a Proxy Statement with respect to the votes of the Contract Holders referenced in Section 5.1(d)(ii)(Y) hereof and will use its best efforts to cause to be taken in accordance with applicable law and the Tender Offer as applicable) contracts and the transactions contemplated herebyagreements governing voting by Contract Holders, including, but not limited to, the Stock Option Agreement, and all action necessary to respond convene meetings of Contract Holders as promptly as practicable to any inquiries received from consider and vote upon the Federal Trade Commission and the Antitrust Division approval of the Department matters set forth in Section 5.1(d) hereof. The Company shall use its best efforts to obtain (i) the recommendation of Justice for additional information such approvals by the board of trustees or documentation board of governors, as the case may be, with respect to each such vote and shall take or cause to respond as promptly as practicable be taken all lawful action to all inquiries solicit such approval and requests received from any State Attorney General or other Governmental Entity (ii) the approvals referenced in connection with antitrust mattersSection 5.1(d)(ii)(Z). (cd) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective best efforts to take or cause to be taken all reasonable efforts (i) to actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, filings and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement; PROVIDED, provided, howeverHOWEVER, that nothing in this Section 6.5 6.6 shall require, or be construed to require, Parent, in connection with Parent or the receipt of any regulatory approval, Company to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any conditions relating tosale, or agreement to sell, by the Company of any of its assets or businesses) or to agree to any material changes or restriction in, in the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conferencebusinesses. Subject to applicable Laws laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, with respect to all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (de) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/ Proxy Statement, the F-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (if) The Company and Parent each shall keep the other apprised of the status of matters relating to completion comple- tion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that would have is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively. (ii) The Company and Parent each shall give prompt notice to the other of (A) the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant to this Section 6.5(e)(ii) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, Keystone and the Company shall promptly prepare and deliver to Parent a draft of a proxy statement (the "Proxy Statement"). Thereafter, the Company and Parent shall use their reasonable best efforts to cooperate fully to make such changes to the Proxy Statement as may be reasonably requested by Parent or otherwise may be appropriate, file the Proxy Statement with the SEC the Prospectus/Proxy Statement, and Keystone shall prepare and file with the SEC the S-4 Registration Statement as soon promptly as practicable. Keystone and the Company each shall use all reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and respond promptly to any SEC comments. Upon filing thereafter mail the final, definitive Proxy Statement with the SEC, the Company shall mail such Prospectus/Proxy Statement to its stockholdersthe shareholders of Keystone and the Company. Notwithstanding Keystone shall also use all reasonable efforts to obtain prior to the foregoing, if Merger Subsidiary obtains 90 percent or more effective date of the Common Shares through S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Tender Offer, Merger Subsidiary shall use and to consummate the short form merger provisions of Section 253 of the DGCLother transactions contemplated by this Agreement. (b) The Company and Parent Keystone each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their best all reasonable efforts to as promptly as practicable file notifications under cause to be delivered to the HSR Act other party and its directors (i) letters of its independent auditors, 42 dated (A) the date on which the S-4 Registration Statement shall become effective and (B) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement, and (ii) if elected by Keystone, a letter from its independent auditors addressed to Keystone and the Company, dated as of the Closing Date, stating their opinion that the Merger (and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice will qualify for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matterspooling-of-interests accounting treatment. (c) The Company and Parent Keystone shall cooperate with each the other and use (and shall cause their respective Subsidiaries to use) their respective best efforts to take or cause to be taken all reasonable efforts (i) to actions, and do or cause to be done all things, necessary, proper or advisable to be done on its part under this Agreement and the Stock Option Agreement and applicable Laws to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation required to be filed by it to effect all necessary applications, notices, reports petitions, filings and other filings, documents applicable to it and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order for it to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement, providedincluding, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer but not limited to, or agree to any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company HSR Act. (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(dd) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conference. Subject to applicable Laws laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company and Parent Keystone each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of ParentKeystone, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (ie) The Company and Parent Keystone each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent Keystone or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity the SEC with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. The Each of the Company and Parent each Keystone shall give prompt notice to the other of any change that would have is reasonably likely to result in a Company Material material Adverse Effect on it or Parent Material Adverse Effect, respectively. (ii) The Company and Parent each shall give prompt notice of any failure of any of the conditions to the other of (A) party's obligations to effect the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained Merger set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant to this Section 6.5(e)(ii) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeArticle VII.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, Parent and the Company shall promptly promptly, following the date hereof, prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"). Thereafter, the Company and Parent shall use their reasonable best efforts to cooperate fully to make such changes to promptly, following the Proxy Statement as may be reasonably requested by Parent or otherwise may be appropriatedate hereof, prepare and file the Proxy Statement with the SEC the S-4 Registration Statement. Parent and the Company each shall use its commercially reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and as soon as practicable and respond promptly to any SEC comments. Upon filing thereafter mail the final, definitive Proxy Statement with the SEC, the Company shall mail such Prospectus/Proxy Statement to its stockholders. Notwithstanding the foregoingshareholders and, if Merger Subsidiary obtains 90 percent or more necessary after the Prospectus/Proxy Statement is mailed, promptly circulate amended supplemental proxy material, and, if required, resolicit proxies. Parent shall also use its commercially reasonable efforts to obtain prior to the effective date of the Common Shares through S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Tender Offer, Merger Subsidiary shall use and to consummate the short form merger provisions of Section 253 of the DGCLother transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The Company and Parent each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their best commercially reasonable efforts to as promptly as practicable file notifications under cause to be delivered to the HSR Act other party and its directors a letter of its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Merger (and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersS-4 Registration Statement. (c) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all their respective commercially reasonable efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly soon as practicable all documentation to effect all necessary notices, reports and other filings, filings and (ii) to obtain as promptly soon as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement, provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conference. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice 35 41 or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (ie) The Subject to any confidentiality obligations and the preservation of any attorney-client privilege, the Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement. (f) Subject to the terms hereof, the Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"), to respond as promptly as practicable 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) (an "Antitrust Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The Each of the Company and Parent each shall (i) give the other party prompt notice of the commencement or threat of commencement of any legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other party informed as to the status of any change such legal proceeding or threat and (iii) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Merger. Except as may be prohibited by any Governmental Entity or by any Law, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any legal proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade Laws. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any legal proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade Law or any other similar legal proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such legal proceeding. Notwithstanding anything to the contrary in this Agreement, neither the Company, the Parent nor any of their respective Subsidiaries shall be required to (x) divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation, that would could reasonably be expected to have a Company Parent Material Adverse Effect or Parent Material Adverse Effect, respectively. (iiy) The Company and Parent each shall give prompt notice to the other of (A) the occurrence, or nonoccurrence, of take any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant to action under this Section 6.5(e)(ii) shall not limit if the United 36 42 States Department of Justice or otherwise affect the remedies available hereunder United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the party receiving such noticeMerger.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, Parent and the Company shall promptly prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"). Thereafter, the Company and Parent shall use their reasonable best efforts to cooperate fully to make such changes to the Proxy Statement as may be reasonably requested by Parent or otherwise may be appropriate, prepare and file the Proxy Statement with the SEC the S-4 Registration Statement as soon promptly as practicable. Parent and the Company each shall use commercially reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, including procuring any opinions necessary for such declaration and respond promptly to any SEC comments. Upon filing thereafter mail the final, definitive Proxy Statement with the SEC, the Company shall mail such Prospectus/Proxy Statement to its stockholders. Notwithstanding the foregoing, if Merger Subsidiary obtains 90 percent or more stockholders of the Common Shares through Company. Parent shall also use commercially reasonable efforts to obtain prior to the Tender Offer, Merger Subsidiary shall use the short form merger provisions of Section 253 effective date of the DGCLS-4 Registration Statement any necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The Company and Parent each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their best commercially reasonable efforts to as promptly as practicable file notifications under cause to be delivered a letter of its independent auditors, dated (i) the HSR Act date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Merger (and S-4 Registration Statement, except that the Tender Offer as applicable) and "comfort" letter delivered by the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division independent auditors of the Department of Justice for additional information or documentation Company need only cover the fiscal year ended July 31, 2002 and any periods reviewed by such independent auditors subsequent to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matterssuch period. (c) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all commercially reasonable efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Tender OfferMerger, the financing for the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, filings and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement, ; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any conditions relating tosale, or agreement to sell, by the Company of any of its assets or businesses) or to agree to any material changes or restriction in, in the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conferencebusinesses. Subject to applicable Laws laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (ie) The Company and Parent each shall use commercially reasonable efforts to obtain all necessary rulings or orders of Canadian securities regulatory authorities to exempt the distribution by Parent of the Parent Common Stock issued pursuant to this Agreement from the registration and prospectus requirements of applicable Canadian securities law and ensure that the first trade in the shares of Parent Common Stock so distributed shall not be considered to be a distribution, provided that the conditions set out in subsection (3) or (4) of section 2.6 of the Multilateral Instrument 45-102 and equivalent provisions in the province of Quebec are satisfied. (f) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that would have is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively. Neither the Company nor Parent shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. (iig) Notwithstanding any other provision of this Section 6.5, Parent shall use its reasonable best efforts to satisfy the conditions contained in Section 7.2(e) of this Agreement. (h) The Company and Parent each shall give prompt notice promptly make all filings, notifications, applications, permit transfers and other submissions relating to the other of (A) the occurrence, Offer and Merger required or nonoccurrence, of customary pursuant to any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior Environmental Laws including without limitation those relating to the Effective Time and (B) any material failure ownership, operation or transfer of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that real property such as the delivery of notice pursuant to this Section 6.5(e)(ii) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.New Jersey Industrial Site Recovery Act N.J.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, the The Company and Parent shall promptly prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"), and Parent 36 44 shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. ThereafterThe Company and Parent each shall use its reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and, unless the Parent Stockholders Meeting or Stockholders Meeting has been delayed pursuant to Section 6.4, promptly thereafter mail the Prospectus/Proxy Statement to the respective stockholders of each of the Company and Parent. If the mailing is delayed it shall be completed as promptly as is practicable after the parties have determined to hold their respective stockholders meetings. Parent shall also use their reasonable its best efforts to cooperate fully to make such changes obtain prior to the Proxy effective date of the S-4 Registration Statement as may be reasonably requested by Parent all necessary state securities law or otherwise may be appropriate, file the Proxy Statement "blue sky" permits and approvals required in connection with the SEC as soon as practicable Merger and respond promptly to any SEC comments. Upon filing consummate the final, definitive Proxy Statement with other transactions contemplated by this Agreement and the SEC, the Company shall mail such Proxy Statement to its stockholders. Notwithstanding the foregoing, if Merger Subsidiary obtains 90 percent or more of the Common Shares through the Tender Offer, Merger Subsidiary shall use the short form merger provisions of Section 253 of the DGCLStock Option Agreement. (b) The Company and Parent each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their its best reasonable efforts to as promptly as practicable file notifications under cause to be delivered to the HSR Act other party and its directors a letter of its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Merger (and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersS-4 Registration Statement. (c) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all commercially reasonable efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement, the Stock Option Agreement and applicable Laws to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, practicable (including preparing using their respective best efforts to prepare and filing file as promptly as practicable all documentation to effect all necessary applications, notices, reports petitions, filings and other filings, documents) and (ii) to obtain as promptly as practicable all permits, consents, registrations, approvals, permits approvals and authorizations (including, without limitation, the expiration or earlier termination of any applicable waiting period under the HSR Act) necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions trans actions contemplated by this Agreement or and the Stock Option Agreement, provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conference. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (i) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that would have a Company Material Adverse Effect or Parent Material Adverse Effect, respectively. (ii) The Company and Parent each shall give prompt notice to the other of (A) the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant to this Section 6.5(e)(ii) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.Option

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, Parent and the Company shall promptly promptly, following the date hereof, prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"). Thereafter, the Company and Parent shall use their reasonable best efforts to cooperate fully to make such changes to promptly, following the Proxy Statement as may be reasonably requested by Parent or otherwise may be appropriatedate hereof, prepare and file the Proxy Statement with the SEC the S-4 Registration Statement. Parent and the Company each shall use its commercially reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and as soon as practicable and respond promptly to any SEC comments. Upon filing thereafter mail the final, definitive Proxy Statement with the SEC, the Company shall mail such Prospectus/Proxy Statement to its stockholders. Notwithstanding the foregoingshareholders and, if Merger Subsidiary obtains 90 percent or more necessary after the Prospectus/Proxy Statement is mailed, promptly circulate amended supplemental proxy material, and, if required, resolicit proxies. Parent shall also use its commercially reasonable efforts to obtain prior to the effective date of the Common Shares through S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Tender Offer, Merger Subsidiary shall use and to consummate the short form merger provisions of Section 253 of the DGCLother transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The Company and Parent each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their best commercially reasonable efforts to as promptly as practicable file notifications under cause to be delivered to the HSR Act other party and its directors a letter of its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Merger (and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersS-4 Registration Statement. (c) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all their respective commercially reasonable efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly soon as practicable all documentation to effect all necessary notices, reports and other filings, filings and (ii) to obtain as promptly soon as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement, provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conference. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S- 4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (ie) The Subject to any confidentiality obligations and the preservation of any attorney-client privilege, the Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement. (f) Subject to the terms hereof, the Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for 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, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"), to respond as promptly as practicable 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) (an "Antitrust Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The Each of the Company and Parent each shall (i) give the other party prompt notice of the commencement or threat of commencement of any legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other party informed as to the status of any change such legal proceeding or threat and (iii) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Merger. Except as may be prohibited by any Governmental Entity or by any Law, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any legal proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade Laws. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any legal proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade Law or any other similar legal proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such legal proceeding. Notwithstanding anything to the contrary in this Agreement, neither the Company, the Parent nor any of their respective Subsidiaries shall be required to (x) divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation, that would could reasonably be expected to have a Company Parent Material Adverse Effect or Parent Material Adverse Effect, respectively. (iiy) The Company and Parent each shall give prompt notice to the other of (A) the occurrence, or nonoccurrence, of take any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant to action under this Section 6.5(e)(ii) shall not limit if the United States Department of Justice or otherwise affect the remedies available hereunder United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the party receiving such noticeMerger.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, Parent and the Company shall promptly prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"). Thereafter, the Company and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use their its reasonable best efforts to cooperate fully to make such changes to have the Proxy S-4 Registration Statement declared effective under the Securities Act as may be reasonably requested by Parent or otherwise may be appropriate, file the Proxy Statement with the SEC as soon promptly as practicable after such filing, and respond promptly to any SEC comments. Upon filing thereafter mail the final, definitive Proxy Statement with the SEC, the Company shall mail such Prospectus/Proxy Statement to its stockholders. Notwithstanding the foregoing, if Merger Subsidiary obtains 90 percent or more shareholders of the Common Shares through Company. Parent shall also use its reasonable best efforts to obtain prior to the Tender Offer, Merger Subsidiary shall use the short form merger provisions of Section 253 effective date of the DGCLS-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The Company and Parent each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their its respective reasonable best efforts to as promptly as practicable file notifications under cause to be delivered to the HSR Act other party and its directors a letter of its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Merger (and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersS-4 Registration Statement. (c) The Company and Parent shall cooperate with each other and, subject to Sections 6.5(d) and (e), use (and shall cause their respective Subsidiaries to use) all their respective reasonable best efforts (and, with respect to the satisfaction of the condition set forth in Section 7.1(f), and, except as set forth in the proviso to this sentence, Competition Law matters, their respective best efforts) (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its their part under this Agreement and the Stock Option Agreement and applicable Laws to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including (A) obtaining opinions of their respective accountants and attorneys referred to in Section 6.16 and Article VII of this Agreement, and, in the case of Parent, causing the issuance of that number of shares of Parent Common Stock currently held as treasury stock as shall be necessary to satisfy the condition set forth in Section 7.1(f), (B) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports petitions, filings and other filingsdocuments, (C) engaging in active negotiations with the relevant Governmental Entities with respect to Competition Law matters and, subject to the limits set forth in the proviso to this sentence, resolving the concerns, if any, of those Governmental Entities and (D) promptly instituting proceedings (including, if necessary, court actions) necessary to obtain the approvals required to consummate the Merger or the other transactions contemplated by this Agreement and the Stock Option Agreement or defending or otherwise opposing all court actions and other proceedings instituted by a Governmental Entity or other Person under the Competition Laws or otherwise for purposes of delaying, restraining, enjoining or otherwise preventing the consummation of the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement and to take all steps necessary to vacate, modify or suspend any Order so as to permit consummation of the Merger and the transactions contemplated by this Agreement or the Stock Option Agreement on a schedule as close as possible to that contemplated by this Agreement and the Stock Option Agreement and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party Person and/or any Governmental Entity in connection with, as a result of or order to satisfy the conditions in order Article VII and to consummate the Tender Offer, the Merger or any of and the other transactions contemplated by this Agreement or and the Stock Option Agreement, ; provided, however, that nothing that, notwithstanding anything to the contrary in this Section 6.5 Agreement, neither Parent nor any of its Subsidiaries shall require, be required to agree (with respect to (x) Parent or be construed to require, Parent, in connection with its Subsidiaries or (y) the receipt of any regulatory approval, to proffer to, Company or agree its Subsidiaries) to any conditions relating todivestitures, licenses, hold separate arrangements or changes or restriction in, the operations of any such assets or businesses which, similar matters in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits order to PLC and its Subsidiaries obtain approval of the transactions contemplated by this Agreement and the Stock Option Agreement under applicable Competition Laws if such divestitures, licenses, arrangements or materially impair matters would reasonably be expected to have a material adverse effect on the ability financial condition, assets and liabilities (taken together) or business of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of its Subsidiaries and the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with its Subsidiaries on a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conferencecombined basis. Subject to applicable Laws laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement. The Company shall have the right to have its representatives present during any meetings or substantive telephone discussions with representatives of Governmental Entities with respect to Competition Law matters; provided provided, however, that nothing in this Section 6.5 Parent's representatives shall require control all discussions, and the Company's representatives shall not initiate discussions, with representatives of Governmental Entities with respect to Competition Law matters and will, if contacted by a Governmental Entity, delegate control to Parent. Without limiting the generality of the preceding sentence, Parent to provide information contained in its notification under the HSR Act to shall keep the Company that it informed, on a reasonably deems current basis, of the status of discussions and communications between Parent's representatives and any Governmental Entity with respect to be confidentialCompetition Law matters. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters (or allow its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use best efforts to effect (and shall cause its Subsidiaries to commit to and use efforts to effect), any such divestitures, licenses, hold separate arrangements or matters as Parent shall request in order to obtain approval of the transactions contemplated by this Agreement and the Stock Option Agreement under applicable Competition Laws. (e) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.5 or any other part of this Agreement shall require Parent to refrain from entering into any agreement with respect to, or issuing Parent Common Stock or other consideration in connection with, a business acquisition or joint venture permitted under Section 6.1(b)(iii) (a "Subsequent Transaction"), and such actions by Parent shall not cause a breach of this Agreement. In the event of a Subsequent Transaction, Parent shall agree to any divestitures, licenses, hold separate arrangements or similar matters necessary in order to lawfully consummate the transactions contemplated by this Agreement under applicable Competition Laws that would not otherwise have been required in order to obtain such approval but for the Subsequent Transaction. 30 (f) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (ig) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyby this Agreement and the Stock Option Agreement, including promptly furnishing the other with copies of notices notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement. The Each of the Company and Parent each shall give prompt notice to the other of any change that would have is reasonably likely to result in a Company Material Adverse Effect on it or Parent Material Adverse Effect, respectively. (ii) The Company and Parent each shall give prompt notice of any failure of any conditions to the other of (A) party's obligations to effect the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained Merger set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant to this Section 6.5(e)(ii) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeArticle VII.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, Parent and the Company shall promptly prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"). Thereafter, the Company and Parent shall use their reasonable best efforts to cooperate fully to make such changes to the Proxy Statement as may be reasonably requested by Parent or otherwise may be appropriate, prepare and file the Proxy Statement with the SEC the S-4 Registration Statement as soon promptly as practicable. Parent and the Company each shall use commercially reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, including procuring any opinions necessary for such declaration and respond promptly to any SEC comments. Upon filing thereafter mail the final, definitive Proxy Statement with the SEC, the Company shall mail such Prospectus/Proxy Statement to its stockholders. Notwithstanding the foregoing, if Merger Subsidiary obtains 90 percent or more stockholders of the Common Shares through Company. Parent shall also use commercially reasonable efforts to obtain prior to the Tender Offer, Merger Subsidiary shall use the short form merger provisions of Section 253 effective date of the DGCLS-4 Registration Statement any necessary state securities law or “blue sky” permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The Company and Parent each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their best commercially reasonable efforts to as promptly as practicable file notifications under cause to be delivered a letter of its independent auditors, dated (i) the HSR Act date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Merger (and S-4 Registration Statement, except that the Tender Offer as applicable) and “comfort” letter delivered by the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division independent auditors of the Department of Justice for additional information or documentation Company need only cover the fiscal year ended July 31, 2002 and any periods reviewed by such independent auditors subsequent to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matterssuch period. (c) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all commercially reasonable efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Tender OfferMerger, the financing for the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, filings and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement, ; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any conditions relating tosale, or agreement to sell, by the Company of any of its assets or businesses) or to agree to any material changes or restriction in, in the operations of any such assets or businesses which, in either case, could, in the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or business benefits to PLC and its Subsidiaries of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conferencebusinesses. Subject to applicable Laws laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (ie) The Company and Parent each shall use commercially reasonable efforts to obtain all necessary rulings or orders of Canadian securities regulatory authorities to exempt the distribution by Parent of the Parent Common Stock issued pursuant to this Agreement from the registration and prospectus requirements of applicable Canadian securities law and ensure that the first trade in the shares of Parent Common Stock so distributed shall not be considered to be a distribution, provided that the conditions set out in subsection (3) or (4) of section 2.6 of the Multilateral Instrument 45-102 and equivalent provisions in the province of Quebec are satisfied. (f) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender Offer, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that would have is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively. Neither the Company nor Parent shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. (iig) Notwithstanding any other provision of this Section 6.5, Parent shall use its reasonable best efforts to satisfy the conditions contained in Section 7.2(e) of this Agreement. (h) The Company and Parent each shall give prompt notice promptly make all filings, notifications, applications, permit transfers and other submissions relating to the other of (A) the occurrence, Offer and Merger required or nonoccurrence, of customary pursuant to any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior Environmental Laws including without limitation those relating to the Effective Time and (B) any material failure ownership, operation or transfer of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that real property such as the delivery of notice pursuant to this Section 6.5(e)(ii) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.New Jersey Industrial Site Recovery Act N.J.

Filings; Other Actions; Notification. (a) In connection with the Stockholders Meeting referred to in Section 6.4 above, the Company Arch and PageNet shall promptly prepare and deliver to Parent a draft of a proxy statement (file with the "SEC the Prospectus/Proxy Statement"), and Arch shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Thereafter, the Company Arch and Parent PageNet each shall use their its reasonable best efforts to cooperate fully to make such changes have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable and on the same day as each of the Exchange Registration Statements, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of Arch and PageNet. Arch shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto. Each party shall notify the other of the receipt of the comments of the SEC and of any requests by the SEC for amendments or supplements to the Prospectus/Proxy Statement as may or the S-4 Registration Statement or for additional information and shall promptly supply one another with copies of all correspondence between any of them (or their Representatives) and the SEC (or its staff) with respect thereto. If, at any time prior to either of the Arch Stockholders Meeting or the PageNet Stockholders Meeting, any event shall occur relating to or affecting Arch, PageNet, or their respective officers or directors, which event should be reasonably requested by Parent described in an amendment or otherwise may be appropriate, file supplement to the Prospectus/Proxy Statement or the S-4 Registration Statement, the parties shall promptly inform one another and shall cooperate in promptly preparing filing and clearing with the SEC as soon as practicable and respond promptly to any SEC comments. Upon filing the final, definitive Proxy Statement with the SEC, the Company shall mail such Proxy Statement to its stockholders. Notwithstanding the foregoingand, if Merger Subsidiary obtains 90 percent required by applicable securities laws, mailing to Arch' or more of PageNet's stockholders, as the Common Shares through the Tender Offercase may be, Merger Subsidiary shall use the short form merger provisions of Section 253 of the DGCLsuch amendment or supplement. (b) The Company PageNet and Parent Arch each shall use and shall cause their "ultimate parent entities," (if applicable) to use, their its respective reasonable best efforts to as promptly as practicable file notifications under cause to be delivered to the HSR Act other party and its directors a letter of its independent auditors, dated: (i) the date on which the S-4 Registration Statement and the Exchange Registration Statements shall become effective; and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Merger (S-4 Registration Statement and the Tender Offer as applicable) and the transactions contemplated hereby, including, but not limited to, the Stock Option Agreement, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersExchange Registration Statements. (c) The Company PageNet and Parent Arch shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all their respective reasonable efforts best efforts: (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Tender OfferMerger, the Merger Exchange Offers and the other transactions contemplated by this Agreement and (including, if necessary, the Stock Option Agreement Prepackaged Plan) as soon as practicable, including including: (A) obtaining opinions of their respective attorneys referred to in Article VII below; (B) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports petitions, filings and other filingsdocuments; and (C) instituting court actions or other proceedings necessary to obtain the approvals required to consummate the Merger, the Exchange Offers or the other transactions contemplated by this Agreement or defending or otherwise opposing all court actions or other proceedings instituted by a Governmental Entity or other Person under the Governmental Regulations for purposes of preventing the consummation of the Merger, the Exchange Offers and the other transactions contemplated by this Agreement; and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender OfferMerger, the Merger Exchange Offers or any of the other transactions contemplated by this Agreement or the Stock Option Agreement, ; provided, however, that nothing in this Section 6.5 shall require, require either Arch or be construed PageNet to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to any conditions relating todivestitures or hold separate or similar arrangements if such divestitures or arrangements would reasonably be expected to have a material adverse effect on Arch or PageNet, or changes or restriction in, a material adverse effect on the operations of any such assets or businesses which, in either case, could, in the reasonable judgment expected benefits of the board of directors of Parent, materially and adversely impact Merger to it. Neither Arch nor PageNet will agree to any divestitures or hold separate or similar arrangements without the economic or business benefits to PLC and its Subsidiaries prior written approval of the transactions contemplated by this Agreement or materially impair the ability of any Parent Company (including the Company following the Effective Time), to conduct its business in the manner as such business is now being conducted. Parent and Merger Subsidiary shall use reasonable best efforts to cause to be filed such statements on Form A as are required to be filed with the Governmental Entities identified in Section 5.1(d) of the Company Disclosure Letter by August 1, 1999. It is expressly understood by the parties hereto that the representatives of the Company and Parent respectively shall have the right to attend and participate in any hearing, proceeding, meeting or conference before or with a Governmental Entity relating to the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall provide each other reasonable advance notice of any such hearing, proceeding, meeting or conferenceparty. Subject to applicable Laws laws relating to the exchange of information, Parent Arch and the Company PageNet shall have the right to review in advance, and to the extent practicable each will consult the other party on, all the information relating to Parent Arch or the CompanyPageNet, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. In exercising the foregoing right, each of the Company PageNet and Parent Arch shall act reasonably and as promptly as practicable. (d) The Company PageNet and Parent Arch each shall, upon request by the otherother party, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement, the Exchange Registration Statements or any other statement, filing, notice or application made by by, or on behalf of Parentof, the Company Arch, PageNet or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender OfferMerger, the Merger Exchange Offers and the other transactions contemplated by this Agreement; provided that nothing in this Section 6.5 shall require Parent to provide information contained in its notification under the HSR Act to the Company that it reasonably deems to be confidential. (ie) The Company PageNet and Parent Arch each shall keep the other party apprised of the status of matters relating to completion of the transactions contemplated herebyby this Agreement, including promptly furnishing the other party with copies of notices or other communications received by Parent Arch or the CompanyPageNet, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Tender OfferMerger, the Merger Exchange Offers and the other transactions contemplated by this Agreement. The Company Each of PageNet and Parent each Arch shall give prompt notice to the other party of any change that would have is reasonably likely to result in a Company Material Adverse Effect on it or Parent Material Adverse Effect, respectivelyof any failure of any conditions to the other party's obligations to effect the Merger set forth in Article VII. (iif) The Company Each of PageNet and Parent each shall give prompt notice Arch agrees that if a bona fide Acquisition Proposal is made to acquire shares of the other party to this Agreement, then upon the request of (A) the occurrenceparty not receiving the Acquisition Proposal, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely party receiving the Acquisition Proposal will cooperate with the other party to cause any representation or warranty contained in this Agreement to make such filings and take such other actions as may be untrue permitted or inaccurate required under the FCC's Policy Statement in any material respect at or prior Tender Offers and Proxy Contests, in order to allow the Effective Time and (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of notice pursuant parties to this Section 6.5(e)(ii) shall not limit or otherwise affect Agreement to take all steps as are necessary to consummate the remedies available hereunder to transactions contemplated hereby pending FCC approval of the party receiving such noticetransaction.