Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to the terms hereofCompany, Seller Parent and Buyer Purchaser shall each use their respective commercially its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Company or Buyer Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicablepracticable and, with respect to the Offer, in any event within the time periods specified in Article I, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement Agreement, the Offer and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable consult with the non-filing party regarding additions, deletions or changes suggested by the non-filing party in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the terms hereofMerger (which actions shall include, Seller and Buyer shall use their respective commercially reasonable efforts to (i) takewithout limitation, furnishing all information required in connection with approvals of or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from filing with any Governmental Entity or Entity) and will promptly cooperate with each other and furnish information to each other in connection with any other third party such requirements imposed upon any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller or Buyer of them or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation Merger. Each of the transactions contemplated hereby includingCompany, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filingsParent and Sub will, and thereafter make any other required submissionswill cause its Subsidiaries to, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments take all reasonable actions necessary to consummate the transactions contemplated by, (a) obtain (and to fully carry out the purposes of, this Agreement. Seller and Buyer shall will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with the making Merger or the taking of all any action contemplated thereby or by this Agreement and (b) provide such filings, including providing copies of all other information and communications to such documents to Governmental Entities or other public or private third parties as the non-filing other party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. Seller In addition to and Buyer shall use not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their respective commercially reasonable efforts to furnish to each other all affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information required for any application received by such party or other filing to be made its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the rules HSR Act, and regulations of any applicable law (including all information required to be included in z) cooperate with the Joint Proxy Statement and the Registration Statement) other party in connection with such party's filings under the transactions HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this AgreementAgreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller the Company and Buyer Parent shall use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller the Company or Buyer Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller The Company and Buyer Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller The Company and Buyer Parent shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller including Section 6.6(b), Merger Partner and Buyer Public Company shall each use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Merger Partner or Buyer Public Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Merger Partner and Buyer Public Company shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Merger Partner and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.. 77

Legal Conditions to Merger. (a) Subject Each of Finisar and Optium will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the terms hereofMerger (which actions shall 47 include, Seller without limitation, furnishing all information required under the HSR Act and Buyer shall use their respective commercially reasonable efforts to (i) take, in connection with applicable approvals of or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or filings with any other third party Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller or Buyer such requirements imposed upon either of them or any of their Subsidiaries in connection with the authorizationMerger. Each of Finisar and Optium will, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerwill cause its Subsidiaries to, (iiii) as promptly as practicable, make take all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments reasonable actions necessary to consummate the transactions contemplated by, obtain (and to fully carry out the purposes of, this Agreement. Seller and Buyer shall will cooperate with each other in connection with the making of all such filingsobtaining) any consent, including providing copies of all such documents to the non-filing party and its advisors prior to filing andauthorization, if requestedorder or approval of, to accept all reasonable additionsor any exemption by, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information Governmental Entity required to be included in the Joint Proxy Statement and the Registration Statement) obtained or made by Finisar, Optium or any of their Subsidiaries in connection with the transactions Merger (any of the foregoing an "Approval") or the taking of any action contemplated thereby or by this Agreement, (ii) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or, except as permitted by Sections 6.1 and 6.2, to take any action contemplated by any Approval or by this Agreement until such time as such refusal to issue any Approval or any order or ruling has become final and non-appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Optium nor Finisar shall be required to agree, as a condition to any Approval, to sell, license, dispose of, hold separate, or operate in any specified manner any assets or businesses or Subsidiaries of Finisar, Sub, Optium or the Surviving Corporation (or to require any such party or any of their respective Subsidiaries or Affiliates to agree to any of the foregoing).

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller including Section 6.6(b), Merger Partner and Buyer Public Company shall each use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Merger Partner or Buyer Public Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Merger Partner and Buyer Public Company shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Merger Partner and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller The Company and Buyer Parent shall each use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller the Company or Buyer Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary law; without limiting the foregoing, the parties shall undertake all reasonable efforts to consummate cause to be filed all requisite filings under the transactions contemplated by, and to fully carry out HSR Act within 10 business days of the purposes of, date of this Agreement. Seller The Company and Buyer Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller The Company and Buyer Parent shall use their respective commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller Earlychildhood and Buyer SmarterKids shall each use their respective commercially all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Earlychildhood or Buyer or any SmarterKids (and in the case of their Subsidiaries Earlychildhood, its Subsidiaries) in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Contribution and the SmarterKids Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement Agreement, the Contribution and the SmarterKids Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunderAct, if applicable, and (C) any other applicable law law, and (iv) execute refrain from taking any actions (other than as expressly permitted under Sections 5.3 or deliver any additional instruments necessary 5.4) which would reasonably be likely to consummate delay, hinder or interfere with the transactions contemplated by, hereby. Earlychildhood and to fully carry out the purposes of, this Agreement. Seller and Buyer SmarterKids shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller Company and Buyer Parent shall each use their respective all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained by Company or made by Seller or Buyer Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, including the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law. Company and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents filings to the non-filing party and its advisors prior to filing and, if requested, to shall accept all reasonable additions, deletions or changes suggested in connection therewith. Seller Company and Buyer Parent shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. The parties hereto will consult and cooperate with one another, and consider in good faith the views of 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 in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade law. Subject to the requirements of applicable law, Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, provided that Parent shall afford -------- Company a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither ------------ Parent nor Company nor any of their respective Subsidiaries shall be required to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), any assets or categories of assets, or businesses of Parent, Company or any of their affiliates, or to withdraw from doing business in a particular jurisdiction or to take any other action that would, in any case, reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller Company and Buyer Parent shall each use their respective all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained by Company or made by Seller or Buyer Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, including the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law. Company and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents filings to the non-filing party and its advisors prior to filing and, if requested, to shall accept all reasonable additions, deletions or changes suggested in connection therewith. Seller Company and Buyer Parent shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) Subject to the terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions necessary, proper or advisable to comply as promptly as reasonably practicable with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to the Merger, the Parent Share Issuance and the other transactions contemplated by this Agreement (including the furnishing of information for, and do, or cause to be donethe preparation and filing of, all things necessary and proper under applicable law statements, forms, registrations, filings, notices, representation letters, and declarations related to the Merger); (b) to cause the conditions set forth in Article VII to be satisfied and to consummate and make effective the transactions contemplated hereby as promptly as practicableby this Agreement in a reasonably expeditious manner (including the furnishing of customary representation letters to enable tax opinions to be rendered); and (c) to obtain (and to cooperate with the Other Party to obtain) any material consent, (ii) obtain from authorization, Order or approval of, or any exemption or waiver by, any Governmental Entity or (including any Requisite Approvals) and any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Third Party (including without limitation each Third Party specified under Section 3.3(c) of the Company Disclosure Letter and Section 4.3(c) of the Parent Disclosure Letter whose consent is required in order to assign the agreement to which it is a party) that is required to be obtained by the Company or made by Seller or Buyer Parent or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement Merger and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. Upon either Party’s receipt of a communication from any Governmental Entity that causes such Party to believe that there is a reasonable likelihood that any Stockholder Approval will not be obtained or that the receipt of any required consent or approval may be materially delayed, such Party shall promptly (i) advise the Other Party and (ii) to the extent permitted by Law, provide the Other Party with a copy of such communication.

Legal Conditions to Merger. (a) Subject Each of Parent and, subject to Section 6.2, the Company will use its reasonable best efforts to comply promptly with all legal requirements which may be imposed with respect to the terms hereof, Seller Merger (which efforts shall include furnishing all information required under the HSR Act and Buyer shall use their respective commercially reasonable efforts to (i) take, in connection with approvals of or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or filings with any other third party Governmental Entity) and will promptly cooperate with and furnish information to the other in connection with any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller or Buyer such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of Parent and the Company will, and will cause its Subsidiaries to, take all reasonable actions necessary to obtain (and will cooperate with the other in obtaining) any clearance, consent, authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includingorder or approval of, without limitationor any exemption by, any Governmental Entity required to be obtained or made by Parent, the MergerCompany or any of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. In connection with the actions and procedures referenced in this Section 6.5, the Company shall (i) promptly and fully inform Parent of any written or oral communication received from or given to any Governmental Entity, (ii) permit Parent to review in advance any submission to any Governmental Entity, (iii) as promptly as practicableconsult with Parent in advance of any meeting, make all necessary filingsconference or discussion with any Governmental Entity, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute if permitted to do so by the relevant Governmental Entity, give Parent the opportunity to attend and participate in such meetings, conferences and discussions. Any materials, consultations or deliver meetings and the information contained or discussed therein provided to or discussed with any additional instruments necessary Governmental Entity by the Company shall be given only to consummate or shall be available to participation only by the transactions contemplated by, outside legal counsel of Parent and will not be disclosed by such outside counsel to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its advisors prior to filing andlegal counsel. Notwithstanding the foregoing, if requestedneither Parent, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use the Company nor any of their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to affiliates shall be made pursuant to the rules and regulations of any applicable law (including all information required to (i) sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parent, the Company or their respective affiliates or make any other change in any portion of the businesses of the Company or Parent or incur any other limitation on the conduct of the businesses of the Company or Parent to obtain such clearances, consents, authorizations, orders, approvals and exemptions or agree to do, or submit to orders providing for, any of the foregoing, in each case whether before or after the Effective Time, or (ii) if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger, take or agree to take any action which Parent reasonably believes would be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreementprohibited or restricted under such preliminary injunction or restraining order.

Legal Conditions to Merger. (a) Subject Each of Parent and, subject to Section 6.2, the Company will use its reasonable best efforts to comply promptly with all legal requirements which may be imposed with respect to the terms hereof, Seller Merger (which efforts shall include furnishing all information required under the HSR Act and Buyer shall use their respective commercially reasonable efforts to (i) take, in connection with approvals of or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or filings with any other third party Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller or Buyer such requirements imposed upon any of them or any of their Subsidiaries in connection with the authorization, execution and delivery Merger. Each of this Agreement Parent and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filingsCompany will, and thereafter make any other required submissionswill cause its Subsidiaries to, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments take all reasonable actions necessary to consummate the transactions contemplated by, obtain (and to fully carry out the purposes of, this Agreement. Seller and Buyer shall will cooperate with each other in connection with the making of all such filingsobtaining) any consent, including providing copies of all such documents to the non-filing party and its advisors prior to filing andauthorization, if requestedorder or approval of, to accept all reasonable additionsor any exemption by, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information Governmental Entity required to be included in obtained or made by Parent, the Joint Proxy Statement and the Registration Statement) Company or any of their Subsidiaries in connection with the transactions Merger or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Parent nor any of its affiliates shall be required to (i) sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parent, the Company or their respective affiliates or make any other change in any portion of the Company's or its business or incur any other limitation on the conduct of the Company's or its business to obtain such consents, authorizations, orders, approvals and exemptions or agree to do, or submit to orders providing for, any of the foregoing, in each case whether before or after the Effective Time, except in each case for any such action that would not reasonably be expected to result in a Company Material Adverse Effect or a Parent Material Adverse Effect or (ii) if any governmental body that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger, take any action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller including Section 6.6(b), Merger Partner and Buyer Public Company shall each use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Merger Partner or Buyer Public Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), and any related governmental request thereunder, thereunder and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Merger Partner and Buyer Public Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller Merger Partner and Buyer Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Merger Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller Merger Partner and Buyer Public Company shall each use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Merger Partner or Buyer Public Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Merger Partner and Buyer Public Company shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Merger Partner and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law Law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, Merger Partner shall take all actions within its reasonable control to cause (x) the conditions in Section 2 of the Funding Agreements to be satisfied or waived as promptly as practicable after the date hereof and (y) the Financing to be completed as promptly as practicable after the satisfaction or waiver of such conditions.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller TSI and Buyer Eclipsys shall each use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by Seller TSI or Buyer Eclipsys or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law. TSI and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer Eclipsys shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller TSI and Buyer Eclipsys shall use their respective commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, TSI shall use its best efforts to cause HealthVISION to prepare and deliver for inclusion in the Joint Proxy Statement and the Registration Statement any financial statements of HealthVISION and its subsidiaries required by the rules of the SEC to be included therein.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller Company, Buyer and Buyer Principal Stockholders shall use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Company or Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law, and (ivi) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, including without limitation the Voting Agreement and Waiver and the Noncompetition Agreement. Seller Company and Buyer shall cooperate with each other in connection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, to accept consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Seller Company and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in connection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, to accept consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. Each of Parent, SRH and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) Subject to the terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and dothe Offer and, or cause subject to be donethe conditions set forth in Article VIII hereof, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicableby this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, (ii) obtain from authorization, order or approval of, or any exemption by, any Governmental Entity or and any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders which is required to be obtained by the Company, SRH or made by Seller or Buyer Parent or any of their respective Subsidiaries in connection with the authorizationMerger, execution the Offer and delivery the Bank Merger; provided that Parent shall not be obligated to agree to any Burdensome Condition. For purposes of this Agreement and Agreement, "Burdensome Condition" means any conditions, restrictions or requirements which the consummation Board of Directors of Parent reasonably determines would, individually or in the transactions contemplated hereby includingaggregate, without limitation, (a) reduce the benefits of the Merger, the Offer and the Bank Merger (iiiconsidered as a single transaction) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to such a degree that Parent would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof or (b) have, or would reasonably be expected to have, a material and adverse effect on the Merger required under Acquired Companies following the Effective Time, it being understood that neither (Ai) a condition preventing the Securities Act and integration of the Exchange Actcomputer systems of the Company or SRH or their respective Subsidiaries with those of Parent or its Subsidiaries until after January 1, and any other applicable 2000 or (ii) a condition imposed by U.S. federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other bank regulatory authorities in connection with the making Bank Merger that requires the raising of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included capital in the Joint Proxy Statement and bank surviving the Registration Statement) in connection Bank Merger consistent with the transactions contemplated by this Agreementregulatory precedent shall be deemed a Burdensome Condition.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller including Section 6.6(b), and Buyer applicable law, Verilink and Larscom shall each use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Verilink or Buyer Larscom or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act Act, if applicable, and any related governmental request thereunder, and (C) any other applicable law law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Verilink and Buyer Larscom shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller Verilink and Buyer Larscom shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Larscom and Verilink agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) Subject to the terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions necessary, and doproper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, or cause subject to be donethe conditions set forth in Article VII hereof, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicableby this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, (ii) obtain from authorization, order or approval of, or any exemption by, any Governmental Entity or and any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders which is required to be obtained by the Company or made by Seller or Buyer Parent or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement Merger and the consummation other transactions contemplated by this Agreement; provided that Parent shall not be obligated to agree to any unduly burdensome condition sought to be imposed by any Governmental Entity. Notwithstanding the foregoing, each of Parent and the Company shall promptly take, or cause its affiliates to take, if required by or necessary to resolve any objection of the transactions contemplated hereby including, without limitationFederal Reserve Board or its staff, the MergerNew York State Banking Department or its staff, (iii) as promptly as practicablethe German Banking Supervisory Authority or its staff, make all necessary filings, and thereafter make or any other required submissionsGovernmental Entity of competent jurisdiction, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary in each case in order to consummate the transactions contemplated byhereby, all reasonable steps as shall be reasonably necessary (including all reasonable actions necessary to satisfy applicable regulatory capital requirements) to secure the Requisite Regulatory Approvals or any applicable government clearance or notice of non-objection. Each of Parent and the Company represents that such party's affiliates have full power and authority to effect any transactions that may be required pursuant to this Section 6.6 and have no reason to believe that such approvals will not be obtained. Prior to making any filing with a Governmental Entity, and to fully carry out the purposes ofextent permitted by law, this Agreement. Seller and Buyer shall cooperate Parent will provide the Company with each other in connection with the making of all a reasonable opportunity to comment on such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreementfiling.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller including Section 6.6(b), Merger Partner and Buyer Public Company shall each use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Merger Partner or Buyer Public Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Merger Partner and Buyer Public Company shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Merger Partner and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller including Section 6.6(b), Baxano and Buyer TranS1 shall each use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Baxano or Buyer TranS1 or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, laws and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Baxano and Buyer TranS1 shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller Baxano and Buyer TranS1 shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, TranS1 and Baxano agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller including Section 6.6(b), Merger Partner and Buyer Public Company shall each use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Merger Partner or Buyer Public Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), and any related governmental request thereunder, thereunder and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Merger Partner and Buyer Public Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller Merger Partner and Buyer Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Merger Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller TSI and Buyer Eclipsys shall each use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by Seller TSI or Buyer Eclipsys or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law. TSI and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer Eclipsys shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller TSI and Buyer Eclipsys shall use their respective commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration StatementA-25 00 Xxxxxxxxxxxx Xxxxxxxxx) in xx connection with the transactions contemplated by this Agreement.. Without limiting the generality of the foregoing, TSI shall use its best efforts to cause HealthVISION to prepare and deliver for inclusion in the Joint Proxy Statement and the Registration Statement any financial statements of HealthVISION and its subsidiaries required by the rules of the SEC to be included therein. (b) Eclipsys and TSI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances or approvals required for the Closing under the HSR Act, the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of 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 in connection with proceedings under or relating to any Antitrust Law. In the event of a challenge to the transactions contemplated by this Agreement pursuant to the HSR Act, TSI and Eclipsys shall use their best efforts to defeat such challenge, including by institution and defense of litigation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any portion of its business or otherwise take action that could reasonably be expected to have a TSI Material Adverse Effect or an Eclipsys Material Adverse Effect. Without limiting the foregoing, in the event that either the Federal Trade Commission or the Antitrust Division of the United States Department of Justice issues a Request for Additional Information or Documentary Material under 17 C.F.R. sec. 803.20 (a "Second Request"), then TSI and Eclipsys each agree to use their best efforts to respond fully to such Second Request within 20 days after its receipt and shall promptly make any further filings or information submissions and make any employee available for interview or testimony pursuant to the foregoing (both before and after any Second Request) that may be necessary, proper or advisable. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action. (c) Each of TSI and Eclipsys shall give (and shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third-party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the TSI Disclosure Schedule or the Eclipsys Disclosure Schedule, as the case may be, or (iii) required to prevent a TSI Material Adverse Effect or an Eclipsys Material Adverse Effect from occurring prior to or after the Effective Time. SECTION 6.07

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller Company and Buyer shall use all their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Company or Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law, (iv) refinance the Indebtedness described in paragraphs (i) to (vi) of Section 2.3(a) and (ivv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Company and Buyer shall cooperate with each other in connection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, to accept consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Seller Company and Buyer shall use all their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. Buyer has received the letter set out in Schedule 6.4 of Buyer's -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Disclosure Schedule with respect to the refinancing described in (iv) above (the "Refinancing Letter"). Buyer agrees to use all reasonable efforts to obtain as promptly as practicable the refinancing described in (iv) above on terms not materially less favorable than those set out in the Refinancing Letter.

Legal Conditions to Merger. (a) Subject Each party hereto shall take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on such party with respect to the terms hereofMerger and will take all reasonable actions necessary to cooperate with and furnish information to the other party or parties, Seller and Buyer as the case may be, in connection with any such requirements imposed upon such other party or parties in connection with the Merger; provided, however, that neither Parent nor Acquisition Sub shall use their respective commercially be required to take any action that would, in the reasonable efforts to (i) takejudgment of Parent exercised in good faith, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective consummation of the transactions contemplated hereby as not to be in Parent's commercial interest. Each party hereto shall take all reasonable actions necessary (a) to obtain (and will take all reasonable actions necessary to promptly as practicablecooperate with the other party or parties in obtaining) any consent, (ii) obtain from authorization, order or approval of, or any exemption by, any Governmental Entity Authority, or any other third party any consentsparty, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller such party (or Buyer by the other party or any of their Subsidiaries parties) in connection with the authorizationMerger or the taking of any action contemplated by this Agreement; provided, execution and delivery however, that neither Parent nor Acquisition Sub shall be required to take any action that would, in the reasonable judgment of this Agreement and the Parent exercised in good faith, cause consummation of the transactions contemplated hereby including, without limitation, the Mergernot to be in Parent's commercial interest, (iiib) as promptly as practicableto defend, make all necessary filingslift, and thereafter make rescind or mitigate the effect of any lawsuit, order, injunction or other required submissions, with respect to this Agreement and action adversely affecting the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary ability of such party to consummate the transactions contemplated by, hereby and (c) to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in connection with the making of fulfill all conditions precedent applicable to such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to Each of NGP, Newco and each member of the terms hereofPrice Group shall, Seller and Buyer shall cause its Subsidiaries to, use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions necessary, and do, proper or cause advisable (including amending or restructuring any leases to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller or Buyer or which any of their the Price Entities is a party) (a) to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority and to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each any other in connection with the making of all such filings, including providing copies of all such documents to the non-filing third party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information which is required to be included in the Joint Proxy Statement and the Registration Statement) obtained by any of them or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement; provided, however, that no member of the Price Group or its respective -------- ------- Subsidiaries shall be required to make any payment (other than ordinary filing fees) or enter into any modification or amendment to a Lease that alters the Lease in a manner that is adverse to the lessee Price Entity in connection with obtaining any such consent, authorization, order, approval or exemption. Each party hereto shall use its reasonable best efforts to consummate the transactions contemplated hereby notwithstanding any initiation prior to the Closing Date of any proceeding seeking dissolution, winding up, liquidation or reorganization of any of the Price Entities or any of such entity's debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, except as required by Applicable Law or such party's fiduciary duties as set forth in an opinion of independent legal counsel.

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller Doubletree and Buyer Promus shall each use their respective commercially all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Doubletree or Buyer Promus or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the MergerMergers, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law. Doubletree and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller and Buyer Promus shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller Doubletree and Buyer Promus shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.. (b) Doubletree and Promus agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable efforts to obtain any government clearances required for Closing 33

Legal Conditions to Merger. (a) Subject to the terms hereof, Seller including Section 6.6(b), and Buyer applicable law, Larscom and VINA shall each use their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Seller Larscom or Buyer VINA or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergerhereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act Act, if applicable, and any related governmental request thereunder, and (C) any other applicable law law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Seller Larscom and Buyer VINA shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller Larscom and Buyer VINA shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, VINA and Larscom agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).