Common use of Governmental Filings and Consents Clause in Contracts

Governmental Filings and Consents. (i) All governmental filings (other than filings with the FCC) required to be made prior to the Effective Time by TeleCorp, Tritel and the Holding Company with, and all governmental consents (other than consents of the FCC) required to be obtained prior to the Effective Time by TeleCorp, Tritel, and the Holding Company from governmental and regulatory authorities in connection with the execution and delivery of this Agreement by TeleCorp and Tritel and the consummation of the transactions contemplated hereby (other than the Contribution) shall have been made or obtained, except where the failure to make such filing or obtain such consent would not reasonably be expected to result in a TeleCorp Material Adverse Effect or Tritel Material Adverse Effect, as the case may be or a material adverse effect on the Holding Company (assuming the First Merger and Second Merger had taken place). (ii) All required consents of the FCC to all matters contemplated by the Mergers shall have been obtained pursuant to Final Orders, free of any conditions materially adverse to TeleCorp or Tritel, other than those applicable to the PCS or wireless communications services industry generally. For the purposes of this Agreement, "Final Order" means an ----------- action or decision that has been granted by the FCC as to which (A) no request for a stay or similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by statute or regulation has passed, (B) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of any such petition or application has passed, (C) the FCC does not have the action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed and (D) no appeal is pending, including other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passed.

Governmental Filings and Consents. (ia) All governmental As promptly as possible following the date hereof, Purchaser and, if applicable, Seller Parent, shall each make or cause to be made the Required Merger Control Filings listed in Schedule 6.4(a), but in any event, in respect of each Required Merger Control Filing, within three (3) Business Days of the date when all pre-filing consultation reasonably determined to be advisable by the Purchaser in respect of such Required Merger Control Filing has been completed. The parties shall use their respective commercially reasonable efforts to respond as promptly as practicable to requests by a Governmental Authority pursuant to any Antitrust Law (including, if relevant, the European Commission) for additional information relating to the transactions contemplated by this Agreement. As promptly as possible following the date hereof, Seller Parent and Purchaser shall each make or cause to be made any other filings (other than filings with the FCC) required to be made prior to the Effective Time by TeleCorp, Tritel and the Holding Company such Person with, and all governmental consents (use their respective commercially reasonable efforts to obtain any required Consents of, any other than consents of Governmental Authority, in each case in order for the FCC) required transactions contemplated by this Agreement to be obtained prior consummated. (b) The parties shall (i) use their respective commercially reasonable efforts to demonstrate that such transactions should not be opposed by any pertinent Governmental Authority (including, if relevant, the European Commission); and (ii) use their respective commercially reasonable efforts to cause the waiting periods applicable under any Antitrust Law to the Effective Time transactions contemplated by TeleCorpthis Agreement to expire or be terminated as soon as practicable. In addition, Tritel, Purchaser shall (i) use its commercially reasonable efforts to obtain any consents and the Holding Company from governmental and regulatory authorities approvals in connection with the execution and delivery of Required Merger Control Filings from any Governmental Authority (including, the European Commission) necessary to consummate the transactions contemplated hereby; (ii) oppose any adversarial proceedings under Antitrust Laws seeking to block, prohibit, restrain, encumber, or otherwise limit the transactions contemplated by this Agreement (including, without limitation, defending through litigation on the merits any claim asserted in any court by TeleCorp any Person and Tritel by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Government Authority); and (iii) use its commercially reasonable efforts to have vacated or terminated any order, decision, stay, judgment or decree that would restrain, prevent or delay the Closing. No such proceeding or litigation shall be settled or terminated unilaterally without the written consent of Seller Parent. (c) Except as otherwise expressly provided in this Agreement (it being agreed that Section 6.4(b) shall not, in and of itself, be construed so as to conflict with or supersede this Section 6.4(c)), Purchaser shall not have any obligation under this Agreement in connection with the receipt of any consents or approvals of any pertinent Governmental Authority (including under the Required Merger Control Filings), (i) to dispose of or transfer, or to cause any of its Subsidiaries or Affiliates to dispose of or transfer, any assets or voting securities, or to commit to cause Seller Parent or any Seller to dispose of or transfer any assets or voting securities; (ii) to discontinue, or cause any of its Subsidiaries or Affiliates to discontinue, offering any product or service, or to commit to cause Seller Parent or any Seller to discontinue offering any product or service; (iii) to license or otherwise make available, or to cause any of its Subsidiaries or Affiliates to license or otherwise make available, to any Person, any technology, software or other proprietary rights, or to commit to cause Seller Parent or any Seller to license or otherwise make available to any Person any technology, software or other proprietary rights; (iv) to hold separate or cause any of its Subsidiaries or Affiliates to hold separate any assets, operations, or voting securities (either before or after the Closing Date), or to commit to cause Seller Parent or any Seller to hold separate any assets, operations, or voting securities; (v) to terminate or modify, or cause any of its Subsidiaries or Affiliates to terminate or modify, any existing relationships or contractual rights, or to commit to cause Seller Parent or any Seller to terminate or modify any existing relationships or contractual rights; (vi) to make or cause any of its Subsidiaries or Affiliates to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Seller Parent or any Seller, or to cause Seller Parent or any Seller to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Seller Parent or any Seller; or (vii) to agree or commit to doing, or to cause any of its Subsidiaries or Affiliates to agree or commit to doing, any of the foregoing. (d) Seller Parent and Purchaser shall keep each other reasonably apprised of the status of matters described in Sections 6.4(a) and 6.4(b) and shall work cooperatively and in good faith in connection with obtaining all required approvals or consents of, and making all required filings with, any Governmental Authority as provided therein, and in providing any financial or other information required in connection with such filings. Sellers and Purchaser 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 to a Governmental Authority in connection with any proceeding under any Antitrust Law relating to the transactions contemplated by this Agreement. Each party shall, without limitation, promptly notify the other of any communications from any Governmental Authority with respect to such matters. Each party shall provide the other parties in advance, with a reasonable opportunity for review, copies of all contemplated written submissions to a Governmental Authority concerning the review of the transactions contemplated by this Agreement under any Antitrust Law. Each party shall give the other party reasonable advance notice of all planned meetings, telephone calls, or conferences with a Governmental Authority relating to the review of the transactions contemplated by this Agreement under any Antitrust Law and, to the extent permitted by the Governmental Authority, shall permit the other party to attend and participate in such meetings, telephone calls, or conferences. Neither Seller Parent nor Purchaser shall agree to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions transaction contemplated hereby (other than by this Agreement at the Contribution) shall have been made or obtained, except where behest of any antitrust authority without the failure to make such filing or obtain such prior written consent would not reasonably be expected to result in a TeleCorp Material Adverse Effect or Tritel Material Adverse Effect, as the case may be or a material adverse effect on the Holding Company (assuming the First Merger and Second Merger had taken place). (ii) All required consents of the FCC to all matters contemplated by the Mergers shall have been obtained pursuant to Final Orders, free of any conditions materially adverse to TeleCorp or Tritel, other than those applicable to the PCS or wireless communications services industry generally. For the purposes of this Agreement, "Final Order" means an ----------- action or decision that has been granted by the FCC as to which (A) no request for a stay or similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by statute or regulation has passed, (B) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of any such petition or application has passed, (C) the FCC does not have the action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed and (D) no appeal is pending, including other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passedparty.

Governmental Filings and Consents. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using all reasonable efforts to (ia) All governmental filings obtain all consents, amendments to or waivers under the terms of any of the Company's Contracts required by the transactions contemplated by this Agreement and (other than b) effect promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the FCCHSR Act and, if required, the Competition Act. In addition, each of the Company, the Parent and MergerCo shall (x) required make or cause to be made all filings required of each of them or any of its respective Subsidiaries or Affiliates with respect to the transactions contemplated hereby as promptly as practicable and, in any event, with respect to the HSR Act within seven (7) Business Days after the date of this Agreement and, to the extent required with respect to the Competition Act, within fifteen (15) days after the date of this Agreement, (y) comply at the earliest practicable date with any request under the HSR Act or the Competition Act for additional information, documents, or other materials received by each of them or any of its respective Subsidiaries from any Governmental Entity in respect of such filings or such transactions, and (z) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to the Effective Time by TeleCorpfiling and considering all reasonable additions, Tritel deletions or changes suggested in connection therewith) and the Holding Company with, and in connection with resolving any investigation or other inquiry of any Governmental Entity with respect to any such filing or any such transaction. Each such party shall use its best efforts to furnish to each other all governmental consents (information required for any application or other than consents of the FCC) required filing to be obtained prior made pursuant to the Effective Time by TeleCorp, Tritel, and the Holding Company from governmental and regulatory authorities any applicable law in connection with the execution transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and delivery provide copies of this Agreement written communications with, any Governmental Entity regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by TeleCorp such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable law, the parties hereto will consult and Tritel cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act and the consummation of Competition Act. Each such party shall use its best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated hereby (other than by this Agreement under the Contribution) shall have been made HSR Act or obtained, except where the failure to make such filing or obtain such consent would not reasonably be expected to result in a TeleCorp Material Adverse Effect or Tritel Material Adverse Effect, as the case may be or a material adverse effect on the Holding Company (assuming the First Merger and Second Merger had taken place)Competition Act. (ii) All required consents of the FCC to all matters contemplated by the Mergers shall have been obtained pursuant to Final Orders, free of any conditions materially adverse to TeleCorp or Tritel, other than those applicable to the PCS or wireless communications services industry generally. For the purposes of this Agreement, "Final Order" means an ----------- action or decision that has been granted by the FCC as to which (A) no request for a stay or similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by statute or regulation has passed, (B) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of any such petition or application has passed, (C) the FCC does not have the action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed and (D) no appeal is pending, including other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passed.

Governmental Filings and Consents. (ia) All governmental filings The parties hereto agree that certain Governmental Filings and Consents (other than filings with the FCCas defined herein) required set forth on Schedule 8.2 hereto are or, subject to Section 2.8(b) hereof, may be made prior to the Effective Time by TeleCorp, Tritel and the Holding Company with, and all governmental consents (other than consents of the FCC) required to be obtained prior to the Effective Time by TeleCorp, Tritel, and the Holding Company from governmental and regulatory authorities necessary in connection with the execution and delivery of this Agreement by TeleCorp and Tritel and the consummation of the transactions contemplated hereby (other than by this Agreement. Each party has agreed to take certain actions with respect to such Governmental Filings and Consents including without limitation the Contribution) shall covenants of the Seller Entities and the Buyer set forth in Sections 6.1 and 9.1, respectively. In the event the conditions to the obligations of the parties set forth in Sections 10.1, 10.2 and 10.3 hereof are otherwise satisfied or waived and the filings set forth on Schedule 8.2 have been made if required by applicable Law, the Buyer may request that the Seller Entities consummate the transactions contemplated at the Closing; provided, however, that to the extent such transactions require the consent or obtained, except approval of the Governmental Authority (as defined below) in the jurisdiction where the failure filings set forth on Schedule 8.2 hereof have been made, the Buyer and Seller Entities shall use commercially reasonable efforts to consummate the transactions contemplated at the Closing to the maximum extent permitted by applicable Law, with the payment contemplated by Section 3.1(a) to be pro rated based upon revenues, and any portion of such transactions that may not be completed at such date shall be completed upon receipt of such consent or approval as is required under applicable Law. The parties acknowledge and agree that the foregoing may require certain amendments to the Ancillary Agreements to permit the Seller Entities to continue to operate the Manufacturing Capability as and to the extent set forth in this Agreement in any such jurisdiction. (b) In addition to and without limiting the generality of the foregoing, the parties hereby agree as follows: (i) Subject to the terms of the Confidentiality Agreement dated December 5, 2008 by and among Buyer, the Seller Entities and Parent (the “Supplemental Confidentiality Agreement”), the Seller Entities have disclosed to Buyer’s Permitted Representatives (as defined in the Supplemental Confidentiality Agreement) all required revenue information of the undertakings on the side of the Seller Entities as such terms are used or defined in the draft and, as applicable, final regulations of the Anti-Monopoly Authority (as defined herein) in order to determine whether a PRC Anti-Monopoly Filing is required (the “Revenues Information”). The Seller Entities hereby represent and warrant that such Revenues Information is accurate, complete and correct, for the sole purpose of determining whether Buyer, its Affiliates and/or the Seller Entities have any obligation to make such a merger and acquisition filing under the PRC Anti-Monopoly Law, effective August 1, 2008 (a “PRC Anti-Monopoly Filing”), with respect to the transactions contemplated by this Agreement or obtain such consent would not reasonably be expected to result in a TeleCorp Material Adverse Effect or Tritel Material Adverse Effect, as the case may be or a material adverse effect on the Holding Company (assuming the First Merger and Second Merger had taken place)PRC Acquisition Agreements. (ii) All required consents The parties agree that neither party shall pursue a preliminary consultation or seek guidance with the PRC Ministry of Commerce or any other designated anti-monopoly enforcement authority (“Anti-Monopoly Authority”) to determine whether a filing with the PRC Anti-Monopoly Authority is necessary or advisable without the prior consent of the FCC to all matters contemplated by other party. (iii) Based upon the Mergers shall have been obtained pursuant to Final Orders, free Revenues Information and interpretations of any conditions materially adverse to TeleCorp or Tritel, other than those applicable to draft and final regulations of the PCS or wireless communications services industry generally. For Anti-Monopoly Authority available as of the purposes date of this Agreement, "Final Order" means the parties have determined as of the date of this Agreement that the Revenues Information in the PRC do not exceed the filing threshold for a PRC Anti-Monopoly Filing and that, as a result, Buyer, its Affiliates and/or the Seller Entities are not required to make such a PRC Anti-Monopoly Filing with the PRC Anti-Monopoly Authority in connection with the transactions contemplated by this Agreement or the PRC Acquisition Agreements. The parties will jointly revisit this determination if the PRC Anti-Monopoly Authority issues any formal or draft guidance, policy statement, interpretation, notice or regulation prior to Closing which either party reasonably determines, based upon advice of its PRC anti-trust counsel, that the matters relied upon in making the determination as of the date of this Agreement were incorrect or incomplete and will meet and discuss such matters. In the event the parties revisit the foregoing determination and thereafter (x) the parties jointly determine that a PRC Anti-Monopoly Filing is required, the condition set forth in Section 10.3(a) shall be applicable and Buyer shall prepare such filing or (y) Buyer and the Seller Entities cannot reach agreement as to whether such a PRC Anti-Monopoly Filing is required, the parties shall meet (the “Meeting Date”) and discuss in good faith an ----------- action alternative plan to comply with the applicable law as updated in a manner consistent with the other terms of this Agreement and, if reasonably acceptable to Buyer and the Seller Entities, such alterative plan shall be implemented, and, if applicable, the condition set forth in Section 10.3(a) shall not be thereafter applicable. All dates for performance in this Agreement shall be delayed on a day-to-day basis, up to a maximum of thirty (30) days, following the Meeting Date until such time as an alternative plan is either mutually agreed or decision the parties conclude that has been granted no such agreement will be reached. If at any time (including after the Closing) such filing or additional information on the transactions contemplated by this Agreement is requested by the FCC as to which (A) no request for a stay or similar request is pending, no stay is in effectAnti-Monopoly Authority, the action Buyer shall notify the Seller Entities in writing. (iv) In the event it is subsequently determined that a PRC Anti-Monopoly Filing is required as described in Section 2.8(b)(iii) hereof or decision has if at any time (including after the Closing) such filing or additional information on the transactions contemplated by this Agreement is requested by the Anti-Monopoly Authority, the Seller Entities will, and will cause their affiliates and representatives to, use commercially reasonable efforts to cooperate with Buyer in all respects relating to such filing, including, submitting to the Anti-Monopoly Authority such information, documents and certifications as may be required in connection with any such filing or investigation and the approval or resolution thereof, provided that Buyer shall use commercially reasonable efforts to make any such PRC Anti-Monopoly Filing within thirty (30) days following such determination, and providing such information, documents and certifications to the Permitted Representatives (subject to the terms of the Supplemental Confidentiality Agreement) or Buyer as may be reasonably requested or necessary in connection with the foregoing. (v) In the event one or both of the PRC Acquisition Agreements have not been vacatedentered into prior to any such filing referred to in this Section 2.8(b), reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by statute or regulation has passed, (B) no petition for rehearing or reconsideration or application for review is pending Buyer and the time for Seller Entities party thereto agree to promptly execute such PRC Acquisition Agreements following a determination by the Buyer that such a filing of any such petition or application has passed, (C) the FCC does not have the action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed and (D) no appeal is pending, including other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passedrequired.