Common use of Further Action; Commercially Reasonable Efforts Clause in Contracts

Further Action; Commercially Reasonable Efforts. (a) Each of the parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and Acquiror as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) Each party shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company, Acquiror or any Company and Subsidiary or Acquiror Subsidiary as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties hereto shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person Person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Company Common Stock into the Merger Consideration pursuant to the Merger Merger, or (ii) seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or the Option Agreement or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) Each party hereto shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or which would result in a breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and Acquiror Iron, Steel or any Iron Subsidiary or Steel Subsidiary as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties hereto shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person Person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Iron Common Stock into the Merger Consideration pursuant to the Merger Merger, or (ii) seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or otherwise limit the right of Acquiror Steel to own or operate all or any portion of the business or assets of the CompanyIron. (c) Each party hereto shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue in any material respect or which would result in a material breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each Upon the terms and subject to the conditions herein provided, each of the parties shall hereto agrees to use all its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableAgreement, including, without limitation, including using all its commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all licensesnecessary authorizations, permits, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and, qualifications subject to applicable Laws and orders any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entities Entity (except for filings available publicly on the SEC’s EXXXX system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby; provided that neither party is obligated to share any document submitted to a Governmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business. (b) Each of Parent, Merger Sub and the Company shall use their respective commercially reasonable efforts and shall cooperate with the other parties to contracts resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, the Company and Acquiror Parent shall, as are necessary soon as practicable, file Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and shall use commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC, the Antitrust Division for the transactions contemplated herein. additional information or documentation. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Entity shall take or cause to this Agreement be taken all such necessary action. (d) Each of the parties hereto shall use all commercially reasonable efforts to take all such actionprevent the entry of, and to cause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Merger. (be) During Notwithstanding the foregoing provisions of this Section 5.5, neither Parent nor Merger Sub shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Parent or Merger Sub or any of their respective affiliates or any of the respective businesses of the Company or any of its Subsidiaries, including the Company Assets. (f) The Company shall provide to Parent as soon as available but in any event on or before September 30, 2008 an interim reserve report prepared by the Company containing estimates of the oil and gas reserves that are owned by the Company and its Subsidiaries as of June 30, 2008 (the “Interim Company Reserve Report”). The factual, non-interpretive data relating to the Oil and Gas Interests of the Company and its Subsidiaries on which the Interim Period, each Company Reserve Report shall be based for purposes of estimating the parties oil and gas reserves set forth therein shall promptly notify the other in writing of any pending orbe, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company, accurate in all material respects at the time such data is utilized by the Company for the Interim Reserve Report. (c) Each party shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each of the parties Seller Parties and Purchaser shall use all their commercially reasonable efforts to take, or cause take all action required of it and to be taken, all appropriate action, and do, or cause to be done, do all things necessary, proper or advisable under applicable laws or otherwise on its part in order to consummate and make effective the transactions contemplated by this Agreement and each of the other Transaction Documents (including satisfaction, but not waiver, of the conditions set forth in Article VI). In the event that the Company shall fail to obtain any third party consent described above, the Company and Halcyon shall use reasonable efforts, and shall take such actions as promptly as practicable, are reasonably requested by Purchaser (including, without limitationbut not limited to, using all entering into any transition or other agreements permitting Purchaser or its commercially Subsidiaries following the Closing to use and operate under, at no cost to Purchaser, the Company's Permits until such time as Purchaser is able to obtain any such required consents for itself or its Subsidiaries) to minimize any adverse effect upon the Business and Purchaser resulting, or which could reasonably be expected to result, after the Closing, from the failure to obtain such consent. In addition, at the request of Purchaser, the Company and Halcyon shall use reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders assist Purchaser in obtaining any estoppel certificates from any lessor of Governmental Entities and parties to contracts with the Company and Acquiror as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such actionReal Property Leases. (b) During the Interim Period, each of the parties shall promptly notify the other in writing of any pending or, Notwithstanding anything to the knowledge of such partycontrary in this Agreement, threatened actionin connection with obtaining any Consent from any Person (other than a Governmental Body) with respect to the transactions contemplated hereunder, proceeding or investigation by any Governmental Entity or any other person (i) challenging without the prior written consent of Purchaser, the Company shall not pay or seeking damages in connection with the Merger commit to pay to such Person whose Consent is being solicited any cash or the conversion of the Capital Stock into the Merger Consideration pursuant other consideration, make any commitment or incur any liability or other obligation due to the Merger or such Person and (ii) seeking except as otherwise agreed, none of Purchaser or its Affiliates shall be required to restrain pay or prohibit the consummation of the Merger commit to pay to such Person whose Consent is being solicited any cash or otherwise limit the right of Acquiror other consideration, make any commitment or to own incur any liability or operate all or any portion of the business or assets of the Companyother obligation. (c) Each party shall use its commercially reasonable efforts to refrain from taking Following the Closing, in the event and for so long as Purchaser actively is involved in, contesting or defending against any Legal Proceeding in connection with any fact, situation, circumstances, status, condition, activity, practice, plan, occurrence, event, incident, action, Tax matter, failure to act, or entering into any transactiontransaction involving the Company, which would cause any each Seller Party shall cooperate reasonably with Purchaser and Purchaser’s counsel in such involvement, contest or defense, and provide such testimony and access to the Company’s books and records as shall be reasonably necessary in connection with such contest or defense, all at the sole reasonable cost and expense of its representations or warranties contained in this Agreement Purchaser (unless Purchaser is entitled to be untrue or result in a breach of any covenant made by it in this Agreementindemnification therefor hereunder).

Further Action; Commercially Reasonable Efforts. (a) Each Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use all its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) The Company shall use its commercially reasonable efforts to obtain any third party consent to the consummation of the transactions contemplated hereby to the extent reasonably determined by the parties hereto to be required pursuant to the terms of any Contract listed or required to be listed in Company Disclosure Letter; provided that in no event shall the Company be required to amend any such Contract or make any material payment to any counterparty thereto in connection with obtaining such consent, unless such amendment or payment is conditioned upon consummation of the Merger. (c) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly make their respective filings and thereafter make any other required submissions under the HSR Act or other applicable Law, (ii) use commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use commercially reasonable efforts to offer to take, or cause to be taken, all appropriate action, other actions and do, or cause to be done, all other things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law (as hereinafter defined) with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as expeditiously possible (and in any event shall use commercially reasonable efforts to cause the Closing to occur within six (6) months from the date of this Agreement), including, without limitation (A) proposing, negotiating, committing to and, subject to the Closing, effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or its subsidiaries or affiliates or of the Company or its subsidiaries and (B) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of Parent or its subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing and (iv) subject to applicable legal limitations and the instructions of any Governmental Authority, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications between the Company or Parent, as the case may be, or any of their respective subsidiaries, and any Third Party or any Governmental Authority with respect to such transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.07, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as promptly violative of any Regulatory Law (as practicablehereinafter defined), including, without limitation, using each of the Company and Parent shall cooperate in all its respects with each other and shall use their respective commercially reasonable efforts to obtain all licensescontest and resist any such action or proceeding and to have vacated, permitslifted, consentsreversed or overturned any decree, approvalsjudgment, authorizationsinjunction or other order, qualifications whether temporary, preliminary or permanent, that is in effect and orders that prohibits, prevents or restricts consummation of Governmental Entities and parties to contracts with the Company and Acquiror as are necessary for the transactions contemplated hereinby this Agreement. In case at Notwithstanding the foregoing or any time after the Effective Time any further action is necessary other provision of this Agreement, nothing in this Section 7.07 shall limit a party’s right to terminate this Agreement pursuant to Section 9.01(b) or desirable 9.01(c) so long as such party has, prior to carry out the such termination, complied with its obligations under this Section 7.07. (e) For purposes of this Agreement, “Regulatory Law” means the proper officers Sxxxxxx Act of 1890, the Cxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and directors of each party all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including without limitation any antitrust, competition or trade regulation Laws, that are designed or intended to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging prohibit, restrict or seeking damages in connection with regulate actions having the Merger purpose or the conversion effect of the Capital Stock into the Merger Consideration pursuant to the Merger monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) seeking to restrain preserve or prohibit promote diversity of media ownership or (iii) protect the consummation of national security or the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) Each party shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach national economy of any covenant made by it in this Agreementnation.

Further Action; Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, as promptly as practicable, the Company, Parent and Purchaser shall (a) Each make all appropriate filings and submissions under the HSR Act, with the NASD and with any other Governmental Authority pursuant to applicable foreign antitrust, competition or merger control Laws or otherwise, (b) use commercially reasonable efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act and any applicable foreign antitrust, competition or merger control Laws, (c) cooperate and consult with each other in (i) determining which filings are required to be made prior to the Acceptance Time and the Merger Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the parties shall transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (d) use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, other actions and do, or cause to be done, all other things necessary, proper necessary or advisable under applicable laws or otherwise appropriate to consummate the Transactions as soon as practicable. In connection with the foregoing, the Company, on one hand, will provide Parent, and make effective Parent, on the transactions contemplated by other hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement as promptly as practicableand the Transactions. Without limiting any of the Company’s obligations contained in this Section 8.07, includingParent and Purchaser shall coordinate, without limitationand assume primary responsibility for managing, using all its commercially reasonable efforts to obtain all licensesany required continuance of membership or other application, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts notice filing or other required submission with the Company and Acquiror as are necessary for NASD or any other self-regulatory agency. Notwithstanding anything to the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of contrary in this Agreement, the proper officers neither Parent nor Purchaser shall be required to (and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each none of the parties shall promptly notify Company or the other in writing Company Subsidiaries shall, without the prior written consent of any pending orParent), to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger matters covered by this Section 8.07, (i) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or the conversion of the Capital Stock into the Merger Consideration pursuant grant any counterparty to the Merger any contract, agreement or other arrangement any material accommodation, (ii) seeking to restrain commence or prohibit the consummation of the Merger defend any litigation, (iii) hold separate (including by trust or otherwise limit the right of Acquiror to own otherwise) or operate all or any portion of the business or assets of the Company. (c) Each party shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause divest any of its representations businesses, product lines or warranties contained assets or (iv) agree to any limitation on the operation or conduct of its businesses, unless the adverse consequences of the applicable actions described in this Agreement clauses (i) through (iv), whether to be untrue suffered by Parent, Purchaser or result the Company, would be immaterial in relation to the Company and the Company Subsidiaries, taken as a breach of any covenant made by it in this Agreementwhole.

Further Action; Commercially Reasonable Efforts. (a) Each Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, required to be made or effected by it pursuant to the Exchange Act and other applicable legal requirements with respect to the Transactions, and (ii) use all its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableTransactions, including, without limitation, including using all its commercially reasonable efforts to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and Acquiror Authorities as are necessary for the transactions contemplated hereinconsummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.10 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries, or (B) limits Parent’s freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries of the Company or any portion thereof or any of Parent’s or its affiliates’ other assets or businesses. In case at any time after Except where prohibited by applicable Law, and subject to the Effective Time any further action is necessary or desirable to carry out the purposes of this Confidentiality Agreement, Company and Parent each shall promptly (a) supply the proper officers other with any information which may reasonably be required in order to effectuate such filings and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action(b) supply any additional information which reasonably may be required by antitrust, competition or merger control authorities in any competent jurisdiction and which the parties may reasonably deem appropriate. (b) During the Interim Period, each Each of the parties shall promptly notify the other in writing of any pending or, hereto agrees to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) Each party shall cooperate and use its commercially reasonable efforts to refrain from taking contest and resist any actionAction, including administrative or entering into judicial Action, and to have vacated, lifted, reversed or overturned any transactiondecree, which would judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including by using commercially reasonable efforts to pursue all available avenues of administrative and judicial appeal. (c) From the date hereof until the Acceptance Time, Parent, Purchaser and the Company will, and shall cause any their subsidiaries to, use its commercially reasonable efforts to cause all conditions set forth in Annex A to be satisfied on a timely basis. (d) Parent will take all action necessary to cause Purchaser to perform all of its representations or warranties contained in Purchaser’s covenants, agreements and other obligations under this Agreement and to be untrue or result in a breach of any covenant made by it accept Shares for payment pursuant to the Offer the Offer and consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each Upon the terms and subject to the conditions herein provided, and subject to Section 5.2, each of the parties shall hereto agrees to use all commercially reasonable efforts its Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement Agreement, including (i) to satisfy the conditions precedent to the obligations of any of the parties hereto, (ii) preparing and filing as promptly as practicablepracticable with any Governmental Entity or other third party all documentation to effect all necessary filings, includingnotices, without limitationpetitions, using statements, registrations, submissions of information, applications and other documents and (iii) obtaining and maintaining all its commercially reasonable efforts to obtain all licenses, permitsauthorizations, consents, approvals, authorizationsand filings required to be obtained from any Governmental Entity or other third party that are necessary, qualifications and orders of Governmental Entities and parties proper or advisable to contracts with the Company and Acquiror as are necessary for consummate the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of by this Agreement. Each of the parties will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and, subject to applicable Laws and any applicable privilege relating to the proper officers and directors exchange of each information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s XXXXX system) or any other information supplied by such party to or received from a Governmental Entity in connection with this Agreement shall use all commercially reasonable efforts to take all such actionand the transactions contemplated hereby. (b) During the Interim Period, each Each of the parties PESI and Parent shall promptly notify use their respective Commercially Reasonable Efforts and shall cooperate with the other in writing of any pending orparties to resolve such objections, if any, as may be asserted with respect to the knowledge of such party, threatened action, proceeding or investigation by transactions contemplated hereby under any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Companyapplicable Law. (c) Each party of the parties shall use Commercially Reasonable Efforts to prevent the entry of, and to cause to be discharged or vacated, any Order of a Governmental Entity precluding, restraining, enjoining or prohibiting the consummation of the Acquisition; provided, however, that no party hereto shall be required to dispose of any assets or limit its commercially reasonable efforts freedom of action with respect to refrain from taking any action, or entering into any transaction, which would cause any of its representations businesses, or warranties contained to consent or commit to consent to such disposition or limit on its freedom of action, which, in this Agreement the reasonable good faith judgment of the parties, could be reasonably likely to be untrue (i) give rise to a Material Adverse Effect to either party or result (ii) materially impair the benefits or advantages that either expects to receive from the Acquisition and the transactions contemplated thereby. (d) Each of PESI, Parent and the Company shall give the other reasonable opportunity to participate in the defense of (i) any inquiry by a breach of Governmental Entity and (ii) any covenant made Litigation against PESI, Parent or the Company, as applicable, or their respective directors relating to the transactions contemplated by it in this Agreement. (e) Parent will provide PESI advance notice and the opportunity to participate in any discussions relating to any investigation by any U.S. government agency such as the Department of Justice, the Department of Energy or other government bodies with enforcement authority (collectively, the “USG Authorities”) relating to the SPRU Project or any other material matter relating to the Company or any of the Company Subsidiaries; and with respect to any discussions by Parent or the Company with the USG Authorities where PESI has agreed not to participate, Parent or the Company will in all such cases provide PESI with a review of all discussions held with the USG Authorities regarding such issues. Prior to the Closing, PESI and Parent shall jointly consider in good faith whether and, if so, how to disclose or attempt to resolve any issues with the USG Authorities as contemplated by this Section 5.4(e).

Further Action; Commercially Reasonable Efforts. (a) Each Upon the terms and subject to the conditions herein provided, each of the parties shall hereto agrees to use all its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableAgreement, including, without limitation, including using all its commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all licenses, permits, consents, approvals, necessary authorizations, qualifications consents and orders approvals and to effect all necessary registrations and filings. Each of Governmental Entities the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and, subject to applicable Laws and Acquiror as are necessary any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s XXXXX system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated herein. hereby; provided that neither party is obligated to share any document submitted to a Governmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business. (b) Each of Lilis, the Merger Sub and Brushy shall use their respective commercially reasonable efforts and shall cooperate with the other parties to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party Lilis shall take or cause to this Agreement be taken all such necessary action. (d) Each of the parties hereto shall use all commercially reasonable efforts to take all such actionprevent the entry of, and to cause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Merger. (be) During Notwithstanding the Interim Periodforegoing provisions of this Section 5.6, each neither Lilis nor the Merger Sub shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Lilis or the Merger Sub or any of their respective affiliates or any of the parties shall promptly notify the other in writing respective businesses of Brushy or its Subsidiaries, including any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the CompanyBrushy Assets. (c) Each party shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company, Acquiror or any Company and Subsidiary or Acquiror Subsidiary as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. Without limiting the generality of the foregoing, Acquiror shall use all reasonable efforts to cause Merger Sub to perform its obligations under this Agreement and to effect the transactions contemplated hereby. (b) During the Interim Period, each of the parties hereto shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person Person: (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Company Common Stock into the Merger Consideration pursuant to the Merger Merger; or (ii) seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or the Option Agreement or otherwise to limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) Each party of the parties hereto shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or which would result in a breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each Except where a different efforts standard is expressly set forth herein, upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise otherwise, and each shall cooperate with the other, to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableTransactions, including, without limitation, including using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Entities Authorities and parties to contracts Contracts with the Company and Acquiror as are set forth in Section 4.05 necessary for the transactions contemplated hereinconsummation of the Transactions and to fulfill the conditions to the Merger. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all their commercially reasonable efforts to take all such action. GCAC shall use commercially reasonable efforts to consummate the Redemption in accordance with the terms hereof and the Proxy Statement. (b) During the Interim Period, each Each of the parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notify notifying the other in writing parties of any pending or, communication it or any of its Affiliates receives from any Governmental Authority relating to the knowledge matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party, threatened action, proceeding or investigation by party to any Governmental Entity or any other person (i) challenging or seeking damages Authority in connection with the Merger Transactions. No party to this Agreement shall agree to participate in any meeting, video or telephone conference, or other communications with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults (to the conversion extent legally permissible) with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting, conference or other communications. Subject to the terms of the Capital Stock into Non-Disclosure Agreement, the Merger Consideration pursuant parties will coordinate and cooperate with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the Merger terms of the Non-Disclosure Agreement, the parties will provide each other with copies of all material correspondence, filings or (ii) seeking communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to restrain this Agreement and the Transactions contemplated hereby. No party shall take or prohibit cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the CompanyTransactions. (c) Each party Notwithstanding the generality of the foregoing, GCAC shall use its commercially reasonable efforts to refrain from taking consummate the PIPE Investment in accordance with the Subscription Agreements, and the Company shall reasonably cooperate with GCAC in such efforts. GCAC shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), permit or consent to any actionmaterial amendment, supplement or modification to, or entering into a waiver of, any transactionSubscription Agreement (or any provision therein) that would reasonably be expected to cause the condition set forth in Section 8.03(f) to fail or would reasonably be expected to reduce by a material amount the proceeds payable to GCAC in the PIPE Investment. Without limiting the generality of the foregoing, GCAC shall give the Company prompt (under the circumstances) written notice: (i) of any material breach or material default by any party to any Subscription Agreement, which would cause any material breach, material default, event or circumstance is known to GCAC; (ii) of its representations or warranties contained in this Agreement to be untrue or result in a breach receipt of any covenant made written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement of any provisions of any Subscription Agreement in any material respect; and (iii) if it becomes known to GCAC that any portion of the PIPE Investment will not be funded in this Agreementaccordance with the terms of the applicable Subscription Agreement(s). As used in the immediately prior sentence, a fact shall be “known to GCAC” only if it is known to Prokopios “Akis” Tsirigakis or Gxxxxx Xxxxxxxxxxx.

Further Action; Commercially Reasonable Efforts. (a) Each Upon the terms and subject to the conditions herein provided, and subject to Sections 5.3 and 5.6(d), each of the parties shall hereto agrees to use all its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement Agreement, including (i) to satisfy the conditions precedent to the obligations of any of the parties hereto, (ii) preparing and filing as promptly as practicablepracticable with any Governmental Entity or other third party all documentation to effect all necessary filings, includingnotices, without limitationpetitions, using statements, registrations, submissions of information, applications and other documents and (iii) obtaining and maintaining all its commercially reasonable efforts to obtain all licensesapprovals, consents, registrations, permits, consentsauthorizations and other confirmations required to be obtained from any Governmental Entity or other third party that are necessary, approvals, authorizations, qualifications and orders of Governmental Entities and parties proper or advisable to contracts with the Company and Acquiror as are necessary for consummate the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of by this Agreement. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and, subject to applicable Laws and any applicable privilege relating to the proper officers and directors exchange of each information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s XXXXX system) or any other information supplied by such party to or received from a Governmental Entity in connection with this Agreement shall use and the transactions contemplated hereby; provided that neither party is obligated to share any document submitted to or received from a Governmental Entity that reflects the negotiations between the parties or the valuation of some or all commercially reasonable efforts to take all such actionof any party’s business. (b) During Each of Parent, Merger Sub and the Interim PeriodCompany shall use their respective commercially reasonable efforts and shall cooperate with the other parties to resolve such objections, each if any, as may be asserted with respect to the transactions contemplated hereby under applicable Law. Without limiting the foregoing, the Company and Parent shall, as soon as practicable and in any event within seven Business Days after the date of this Agreement, file Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the parties Department of Justice (the “Antitrust Division”) and shall use commercially reasonable efforts to respond as promptly notify as practicable to all inquiries received from the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger FTC or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger Antitrust Division for additional information or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Companydocumentation. (c) Each party of the parties hereto shall use its commercially reasonable efforts to refrain from taking prevent the entry of, and to cause to be discharged or vacated, any actionorder or injunction of a Governmental Entity precluding, restraining, enjoining or entering into prohibiting consummation of the Merger; provided, however, that no party hereto shall be required to dispose of any transaction, which would cause assets or limit its freedom of action with respect to any of its representations businesses, or warranties contained to consent or commit to consent to such disposition or limit on its freedom of action, which, in this Agreement the reasonable good faith judgment of Parent, could be reasonably likely to be untrue (i) give rise to a Material Adverse Effect or result (ii) materially impair the benefits or advantages that Parent expects to receive from the Merger and the transactions contemplated thereby. (d) Each of Parent and the Company shall give the other reasonable opportunity to participate in the defense of (i) any inquiry by a breach of any covenant made Governmental Entity and (ii) litigation against Parent or the Company, as applicable, and its directors relating to the transactions contemplated by it in this Agreement. (e) The Company will provide Parent advance notice and the opportunity to participate in any discussions with any U.S. government agency such as the SEC or the Department of Justice, the Department of Commerce or other government bodies with enforcement authority (collectively, the “USG Authorities”); and with respect to any discussions by the Company with the USG Authorities where the Parent has agreed not to participate, Company will in all such cases provide Parent with a comprehensive review of all discussions held with the USG Authorities regarding compliance issues or potential compliance issues whether they be ones previously disclosed to the USG Authorities or new issues. Prior to the Effective Time, Parent and the Company shall jointly consider in good faith whether and, if so, how to disclose or attempt to resolve any issues with the USG Authorities.

Further Action; Commercially Reasonable Efforts. (a) Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and Acquiror Waves, MRI or any Waves Subsidiary or MRI Subsidiary as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties hereto shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person Person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Waves Common Stock into the Merger Consideration pursuant to the Merger Merger, or (ii) seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or otherwise limit the right of Acquiror MRI to own or operate all or any portion of the business or assets of the CompanyWaves. (c) Each party hereto shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue in any material respect or which would result in a material breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each of the parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and use commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableon or before December 1, 2006, including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications Authorizations and orders Orders of Governmental Entities Bodies and parties to contracts with the Company Company, the Company's Subsidiaries and Acquiror Purchaser as are necessary for the transactions contemplated herein. Not in limitation of the foregoing, Seller and the Company shall cooperate reasonably with the Purchaser and otherwise shall use commercially reasonable efforts to provide the Purchaser with such information as the Purchaser or its lenders may reasonably request in connection with the Purchaser’s efforts to obtain the financing for the Contemplated Transactions. From and after the Closing, Purchaser will use commercially reasonable efforts to collect the Designated A/R and to the extent not inconsistent with its customary accounts receivable collection practices will use the existing employees of the Company that whose current job function includes collection of the Designated A/R, for so long as such persons remain employees of the Purchaser or the Compay. In case at any time after the Effective Time Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During From the Interim Perioddate of this Agreement until the Closing Date, each of the parties shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity Body or any other person Person (i) challenging i)challenging or seeking damages in connection with the Merger or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger Contemplated Transactions or (ii) seeking ii)seeking to restrain or prohibit the consummation of the Merger Contemplated Transactions or otherwise limit the right of Acquiror Purchaser to own or operate all or any portion of the business or assets of the Company. Purchaser shall keep Seller informed on a regular ongoing basis of the status of the financing of the Contemplated Transactions. (c) Each party shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each of the parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable necessary under applicable laws Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, including using all its commercially reasonable efforts to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts Contracts with the Company, the Company Subsidiaries and Acquiror Parent as are reasonably necessary for the transactions contemplated herein. Each of the parties shall furnish to the other parties such necessary information and assistance as such other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental Entity. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During From the Interim Perioddate of this Agreement until the Effective Time, each of the parties shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person Person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror Parent to own or operate all or any portion of the business or assets of the Company. (c) Each Without limiting Section 7.3(a), Parent and the Stockholder Representative will, or will cause their relevant Affiliates to, make an appropriate filing pursuant to the HSR Act within seven Business Days after the date of this Agreement and pursuant to any applicable foreign Law relating to antitrust or competition (collectively, “Foreign Competition Laws”) as soon as practicable after the date of this Agreement, in each case with respect to the transactions contemplated by this Agreement, and from time to time thereafter shall supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Competition Laws. Without limiting the foregoing, Parent and the Stockholder Representative shall and shall cause their respective Affiliates to request early termination of any waiting period under the HSR Act and any comparable period under any Foreign Competition Laws. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent be required to take any of the following actions, and neither the Stockholder Representative, the Company nor any of their Affiliates will offer, agree to take or take any of the following actions without the prior written consent of Parent: (i) extend any such waiting period or agree with any Governmental Entity not to consummate the transactions contemplated hereby, (ii) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any investments, assets or facilities of the Company or any of the Company Subsidiaries after the Closing or any investment, facility or asset of Parent or its Affiliates, (iii) terminate, amend or assign existing relationships or contractual rights or obligations or (iv) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other agreements. (d) Without limiting Section 7.3(a) but subject to the last sentence of Section 7.3(b), Parent and the Stockholder Representative will, or will cause their relevant Affiliates to make filings, notifications or submissions in connection with the consummation of the transactions contemplated hereby to obtain regulatory approvals as follows: (i) grant of consent to the transfer of control of the Company and all Company Subsidiaries holding Permits subject to the jurisdiction of the Federal Communications Commission (the “FCC Approval”), (ii) grant of approval for the transfer of control of the Company and all Company Subsidiaries holding Permits subject to the jurisdiction of Anatel of Brazil (the “Anatel Approval”), and (iii) if required by Law, grant of approval for the transfer of control of the Company and all Company Subsidiaries holding Permits subject to the jurisdiction of the Ministry of Communication and Information of Indonesia or Directorate General of Post and Telecommunications of Indonesia (the “MCI/DGPT Approval”, and together with the FCC Approval and the Anatel Approval, the “Required Governmental Consents”). (e) Without limiting the foregoing and excluding any such matters to the extent they relate to any Foreign Competition Laws or the HSR Act, the parties shall (i) cooperate and consult with each other in connection with the making of any filings, notifications or submissions in connection with the consummation of the transactions contemplated hereby, by permitting counsel for each other party shall to review in advance, and by considering in good faith the views of the other party in connection with, any proposed communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that such materials may be redacted (x) to remove references concerning any valuation of any party, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns; (ii) promptly respond to requests from any Governmental Entity for information or materials in connection with such filings or submissions; (iii) promptly furnish to each other party such information and assistance as such party reasonably may request in connection with the preparation of submissions to, or agency proceedings by, any Governmental Entity; (iv) promptly inform the other party of any communications with, and inquiries or requests for information from, any Governmental Entity in connection with the transactions contemplated by this Agreement; (v) consult with each other party in advance of any meeting or conference in connection with the consummation of the transactions contemplated hereby, whether in person or by telephone, with any Governmental Entity, and give the other parties the opportunity to attend and participate in such meetings and conferences; and (vi) cooperate and use its reasonable best efforts to assist in any defense by any other party hereto of the transactions contemplated by this Agreement before any Governmental Entity reviewing the transactions contemplated by this Agreement, including by providing (as promptly as practicable) such information as may be requested by such Governmental Entity or such assistance as may be reasonably requested by the other Party hereto in such defense. (f) Without limiting the foregoing, the Company and the Major Stockholders will use their commercially reasonable efforts to refrain from taking exercise the rights set forth in Section 4 of the Stockholders Agreement to cause (i) all of the Company Holders to waive and agree not to pursue any actiondissenter’s rights and similar rights, or entering into any transactionincluding those with respect to Equity Securities of the Company under Section 262 of the DGCL, which would cause any of its representations or warranties contained in and (ii) each Company Holder that is not a Major Stockholder to become a party to this Agreement by executing and delivering to Parent a Joinder Agreement in the form of Exhibit E hereto (each, a “Joinder Agreement”). (g) The Company shall pay or cause to be untrue paid all Company Transaction Expenses on or result in a breach prior to the Closing other than those (if any) the amount of any covenant made by it in this Agreementwhich cannot reasonably be determined until after the Closing and those set forth on the schedule to be delivered to Parent pursuant to Section 2.7. (h) Parent shall execute and deliver the Written Consents to the Company prior to the Closing.

Further Action; Commercially Reasonable Efforts. Upon the terms and subject to the conditions of this Agreement, subject to Section 6.07(b) and the second sentence of this Section 6.10, each of the Company, Parent and Merger Sub agrees to use its respective commercially reasonable efforts to effect the consummation of the Merger as soon as practicable after the date hereof. Without limiting the foregoing, subject to Section 6.07(b), (a) Each each of the parties shall Company, Parent and Merger Sub agrees to use all commercially reasonable efforts to take, or cause to be taken, all appropriate actionactions necessary to comply promptly with all legal requirements that may be imposed on it with respect to the Merger and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Merger, and do(b) Parent and the Company shall, or and shall cause to be donetheir Subsidiaries to, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicablepracticable after the date hereof, including, without limitation, using all use its or their commercially reasonable efforts to provide any notice and/or obtain all licensesany consent, permitsauthorization, consentsorder or approval of, approvalsor any exemption by, authorizations, qualifications and orders of any Governmental Entities and parties Authority or other public or private third Person required to contracts with be obtained or made by the Company and Acquiror as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages of its Subsidiaries in connection with the Merger or the conversion taking of any action by the Capital Stock into the Merger Consideration pursuant to the Merger Company or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) Each party shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations Subsidiaries contemplated thereby or warranties contained in by this Agreement (including obtaining consents under any Contracts); provided, however, in no event shall any party or any of their Affiliates or stockholders be required to pay any amount or offer any consideration in connection with obtaining any consent, authorization, order, approval or exemption (other than filing fees and expenses associated with any consent, authorization, order, approval or exemption to be untrue or result in a breach of sought from any covenant made by it in this AgreementGovernmental Authority).

Further Action; Commercially Reasonable Efforts. (a) Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to (i) consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, and if possible by March 31, 2008, and (ii) perform its covenants contained in this Agreement, in each case including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and Acquiror Point, DARA or any Point Subsidiary or DARA Subsidiary as are necessary for the transactions contemplated herein or the covenants contained herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties hereto shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person Person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Point Common Stock into the Merger Consideration pursuant to the Merger Merger, or (ii) seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or otherwise limit the right of Acquiror DARA to own or operate all or any portion of the business or assets of the CompanyPoint. (c) Each party hereto shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue in any material effect or which would result in a material breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and Company, Acquiror or Merger Sub as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties hereto shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person Person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Company Common Stock into the Merger Consideration pursuant to the Merger Merger, or (ii) seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) Each party hereto shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or which would result in a breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use all commercially reasonable efforts to take, or cause its subsidiaries and Representatives to be takentake, all appropriate actionactions (and to refrain from taking, or to cause its subsidiaries and Representatives to refrain from taking, any inconsistent actions), and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things (and to refrain from doing, or to cause its subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable laws or otherwise to consummate and make effective effective, in a reasonably timely manner, the transactions contemplated by Arrangement and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) the obtaining of all consents, approvals or waivers from third parties in connection with the Transactions, including those the failure to obtain which would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien (other than a Permitted Lien) on any property or asset of the parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement as promptly as practicableor any other Transaction Document or the consummation of the Transactions, includingincluding seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, without limitation, using all its commercially reasonable efforts (iv) the carrying out of the terms of the Interim Order and Final Order applicable to obtain all licenses, permits, consents, approvals, authorizations, qualifications it and orders (v) the execution and delivery of Governmental Entities any additional instruments necessary to consummate the Transactions and parties to contracts with the Company and Acquiror as are necessary for the transactions contemplated herein. In case at any time after the Effective Time any further action is necessary or desirable to fully carry out the purposes of the Transaction Documents; provided, however that nothing in this AgreementSection 6.06 shall require Parent or its subsidiaries to take, or Parent to agree to have Parent or its subsidiaries or the proper officers Company or the Subsidiaries take, any actions if such actions are reasonably likely, individually or in the aggregate, to have a material and directors of each party adverse effect on the benefits to this Agreement shall use all commercially reasonable efforts to take all such actionbe received by Parent from the Transactions. (b) During The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.06(a), including the Interim Periodpreparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including providing copies of all related documents to the non-filing party and its advisors prior to filing, and, to the extent practicable, neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Arrangement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. Each of the parties shall promptly notify provide to the other in writing of any pending parties or, to the knowledge of if competitively sensitive, such party’s external antitrust counsel, threatened actionwith all information it reasonably requests for purposes of obtaining the Competition Act Approval, proceeding the expiration or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion termination of the Capital Stock into waiting period under the Merger Consideration pursuant to the Merger HSR Act, and all other required competition or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Companyantitrust consents and approvals. (c) Each party shall use its commercially reasonable efforts to refrain from taking any action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Each Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) use all its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableMerger, including, without limitation, using all its commercially reasonable efforts to obtain all licenses, permitsApplicable Permits, consents, approvals, waivers, exemptions, authorizations, qualifications and orders of Governmental Entities Authorities and parties to contracts with the Company and Acquiror its Subsidiaries as are necessary for the transactions contemplated hereinconsummation of the Merger and to fulfill the conditions to the Closing. In case case, at any time after the Effective Time Closing, any further action action, including, without limitation, the execution and delivery of any additional documents or instruments, is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such action. (b) During the Interim Period, each of the parties shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion of the Capital Stock into the Merger Consideration pursuant to the Merger or (ii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror to own or operate all or any portion of the business or assets of the Company. (c) Each party hereto shall use its commercially reasonable efforts to refrain from taking any cause its respective officers, employees and agents to take all such action. From the date of this Agreement through the Effective Time, the Company shall timely file, or entering into cause to be filed, with the SEC all SEC Reports required to be so filed by applicable Law. (b) The parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.05(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and to the extent practicable none of the parties will file any transactionsuch document or have any communication with any Governmental Authority without prior consultation with the other parties. Each party shall keep the others apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable, and as permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in Person) with such Governmental Authority. None of the parties shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other parties, which consent shall not be unreasonably withheld or delayed. (c) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (d) From time to time prior to the Effective Time, the Company shall notify Acquiror with respect to any matter hereafter arising or any information obtained after the date hereof which, if existing, occurring or known at or prior to the date of this Agreement, would cause have been required to be set forth or described in the Disclosure Letter. (e) As promptly as possible after the execution of this Agreement, each of the parties hereto shall use their respective commercially reasonable efforts to commence the process of obtaining, and obtain, any third party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) disclosed in the Disclosure Letter or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company fails to obtain any third party consent described above, the Company shall use its commercially reasonable efforts, and shall take such actions as are reasonably requested by Acquiror, to minimize any adverse effect upon the Company and Acquiror and Merger Subsidiary and their respective businesses resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, (i) without the prior written consent of Acquiror, neither the Company nor any of its representations Subsidiaries shall pay or warranties contained in this Agreement commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) neither Acquiror nor Merger Subsidiary or their respective Affiliates shall be untrue required to pay or result in a breach commit to pay such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation. All costs, fees and expenses associated with the assumption of any covenant loan made to the Company or any of its Subsidiaries shall be paid by it in this Agreementthe Company at Closing; provided, that Acquiror shall pay the fee associated with submitting an application to a lender for the purpose of initiating the process to obtain such lender’s consent to the Merger under the applicable loan agreement.