Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. (a) Each of Parent and the Company and Levy Acquisition Co. shallwill, and shall will cause its Subsidiaries to, use all their reasonable best efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to Agreement as soon as practicable after the approval of stockholders of the Company described in Section 6.1 (a), date hereof and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which that is required to be obtained by the Company or made by such party Parent or any of its their respective Subsidiaries in connection with the Merger Merger, the financing contemplated by the Financing Commitments and the other transactions contemplated by this Agreement; provided, howeverincluding all steps necessary to promptly identify any impediments to complying with all legal requirements or to obtaining such consents, that authorizations, orders, approvals, or exemptions. Parent and Company will cooperate with one another and with Governmental Entities to resolve or settle any issues as early as possible and with a party shall not view to the Termination Date. Nothing in this Agreement will require, or be obligated deemed to require, the parties to this Agreement to agree to take any action pursuant of the following actions in order to obtain the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likelyof any Governmental Entity in order to satisfy the condition set forth in Section 7.1(c) where such actions would have a Material Adverse Effect on the party taking the action or would result in a breach the obligations of Parent or any Parent Subsidiary under the agreements listed in Section 6.4(a) of the Parent Disclosure Schedule or of the Company or any Company Subsidiary under the agreements listed in Section 6.4(b) of the Company Disclosure Schedule: (i) sell, hold separate or otherwise dispose of assets of such party or its Subsidiaries or conduct its business in a specified manner; (ii) agree to sell, hold separate or otherwise dispose of assets of such party's reasonable opinion, party or its Subsidiaries or conduct its business in a specified manner; or (xiii) permit assets of such party or its Subsidiaries to be materially burdensome sold, held separate or disposed of or permit its business to such party and its Subsidiaries taken as a whole or to impact be conducted in a materially adverse manner specified manner. This Section 6.4 does not require either the economic Parent or business benefits the Company to enter into any agreement with a third party to undertake any obligations or make any divestitures, unless such agreement is conditioned on the consummation of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingAgreement.

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. Concord shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d6.2(e). Each of the Company and Levy Acquisition Co. Concord will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company Carlyle, Carlyle's subsidiaries and Levy Acquisition Co. shall, and Levcor shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote of stockholders of the Company Levcor and Carlyle described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger Merger, or (y) in the case of the CompanyCarlyle, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation Carlyle or any of their respective Subsidiaries subsidiaries of the type referred to in Section 6.2(d). Each of the Company Carlyle and Levy Acquisition Co. Levcor will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. Parent shall, and shall cause its Subsidiaries subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action -------- ------- pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. Parent will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company Company, Xxxxxxxxx and Levy Acquisition Co. -------------------------- Phoenix shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d6.2(e). Each of the Company and Levy Acquisition Co. Phoenix will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each Subject to the terms and conditions of the this Agreement, each of Parent and Subject Company and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use all their reasonable best good faith efforts (i) to take, or cause to be taken, all actions necessary 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 and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), Agreement and (ii) to obtain (and to cooperate with the other party at such other party's expense to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained by Subject Company or made by such party Parent or any of its their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that a . Prior to obtaining the consent of any third party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries required in connection with the transactions contemplated hereby, each party shall have the opportunity to review such proposed form of consent and provide reasonable comments with respect thereto. Without limiting the foregoing, it is understood and agreed that the failure to obtain any landlord's consent to the approval of any renewal or expansion option shall not constitute a breach of representation or warranty of any party hereto nor shall such failure in of itself be considered the failure to obtain the consent required pursuant to Section 8.2(i) hereof.

Legal Conditions to Merger. Each of Parent, SRH and the Company and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use all their reasonable best efforts (ia) to take, or cause to be taken, all actions necessary 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 the Offer and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), Agreement and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition SRH or restriction on the Company, the Surviving Corporation Parent or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingMerger, the Offer and the Bank Merger; PROVIDED that Parent shall not be obligated to agree to any Burdensome Condition. For purposes of this Agreement, "Burdensome Condition" means any conditions, restrictions or requirements which the Board of Directors of Parent reasonably determines would, individually or in the aggregate, (a) reduce the benefits of the Merger, the Offer and the Bank Merger (considered as a single transaction) 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 Acquired Companies following the Effective Time, it being understood that neither (i) a condition preventing the integration of the computer systems of the Company or SRH or their respective Subsidiaries with those of Parent or its Subsidiaries until after January 1, 2000 or (ii) a condition imposed by U.S. federal or state bank regulatory authorities in connection with the Bank Merger that requires the raising of capital in the bank surviving the Bank Merger consistent with regulatory precedent shall be deemed a Burdensome Condition.

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. Parent shall, and shall cause its Subsidiaries subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. Parent will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company VDAT and Levy Acquisition Co. SSG shall, and shall cause its Subsidiaries their subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a)shareholders, and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; providedPROVIDED, howeverHOWEVER, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval approval, or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits benefit of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger Merger, or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(dSECTION 8.1(c). Each of the Company VDAT and Levy Acquisition Co. will SSG shall promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company CCBG and Levy Acquisition Co. FFB shall, and shall cause its Subsidiaries to, use all their reasonable best efforts (ia) to take, or cause to be taken, all actions necessary 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 or the Subsidiary Merger, including executing the Articles of Merger and similar documentation with respect to the Subsidiary Merger and filing such documentation with the appropriate Regulatory Agency or Governmental Entity, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, subject to Agreement and the approval of stockholders of the Company described in Section 6.1 (a), Subsidiary Merger Agreement and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Regulatory Agency, Governmental Entity and of any other public or private third party which is required to be obtained by FFB or made by such party CCBG or any of its their respective Subsidiaries in connection with the Merger or the Subsidiary Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval; provided, however, that a party neither CCBG nor FFB shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, orderorder or approval constitutes, approval or exemption is likely, in such party's the reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits opinion of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the CompanyCCBG, to result in the imposition of of, or the compliance with, a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to Burdensome Condition (as defined in Section 6.2(d7.2(g) below). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company HBOA and Levy Acquisition Co. LSC shall, and shall cause its Subsidiaries their subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a)shareholders, and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval approval, or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits benefit of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger Merger, or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d)herein. Each of the Company HBOA and Levy Acquisition Co. will LSC shall promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company Company, Xxxxxxxxx and Levy Acquisition Co. Phoenix shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d6.2(e). Each of the Company and Levy Acquisition Co. Phoenix will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. (a) Each of the Company Parent and Levy Acquisition Co. shallTarget will, and shall will cause its Subsidiaries to, use all reasonable their best efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate complete the transactions contemplated by this Agreement, subject to Agreement as promptly as practicable after the approval of stockholders of the Company described in Section 6.1 (a), date hereof and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which that is required to be obtained by Target or made by such party Parent or any of its their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action Agreement (including pursuant to the foregoing if HSR Act), including all steps necessary to promptly identify any impediments to complying with all legal requirements or to obtaining such consents, authorizations, orders, approvals, or exemptions. Parent and Target will cooperate with one another and with Governmental Entities and will use their respective best efforts to procure the taking prompt cooperation of such action their respective professional advisors, in each case to resolve or such compliance or settle any issues as early as possible and with a view to the obtaining of such Termination Date and to obtain the consent, authorization, order, approval or exemption is likely, of any Governmental Entity in such party's reasonable opinion, (x) order to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner satisfy the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to set forth in Section 6.2(d7.1(b). Each , including, if necessary, by agreeing to (i) sell, hold separate or otherwise dispose of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered byassets of Parent, or requirement imposed upon, any of them Target or any of their Subsidiaries or conduct their businesses in connection with a specified manner or (ii) restrict or otherwise limit the foregoingability of Parent, Target or any of their Subsidiaries to conduct its business in any manner, including limiting or prohibiting any future business acquisition or combination transaction.

Legal Conditions to Merger. (a) Each of the Company Nextel and Levy Acquisition Co. shallSprint will, and shall will cause its Subsidiaries to, use all their reasonable best efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to Agreement as soon as practicable after the approval of stockholders of the Company described in Section 6.1 (a)date hereof, and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which that is required to be obtained by Sprint or made by such party Nextel or any of its their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided. In addition, howevereach of Nextel and Sprint will, that a party shall not be obligated to take if required by any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such Governmental Entity whose consent, authorization, order, approval or exemption is likely, required in such party's reasonable opinionorder to satisfy the condition set forth in Section 7.1(c), (xi) sell, hold separate or otherwise dispose of assets of such party or its Subsidiaries or conduct its business in a specified manner, (ii) agree to sell, hold separate or otherwise dispose of assets of such party or its Subsidiaries or conduct its business in a specified manner, or (iii) permit assets of such party or its Subsidiaries to be materially burdensome sold, held separate or disposed of or permit its business to such party and its Subsidiaries taken as a whole or to impact be conducted in a materially adverse manner the economic or business benefits of the transactions contemplated by specified manner; provided, however, that nothing in this Agreement will require, or be deemed to require, the parties to this Agreement to agree to or effect any divestiture or take any other action if doing so as to render uneconomic the consummation of the Merger would, individually or (y) in the case of the Companyaggregate, reasonably be expected to result in the imposition of have a condition Material Adverse Effect on Sprint or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingNextel.