Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. Each of Xxxxx and Oak will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx and Oak will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Xxxxx, Oak or any of their Subsidiaries in connection with the 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 Oak nor Xxxxx shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on the benefits intended to be derived as a result of the Merger.

Legal Conditions to Merger. Each of Xxxxx and Oak Parent and, subject to Section 6.2, the Company will take all use its reasonable actions necessary best efforts to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions efforts shall include, without limitation, include furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either any of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx Parent and Oak the Company will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by XxxxxParent, Oak the Company or any of their Subsidiaries in connection with the 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 Oak Parent nor Xxxxx any of its affiliates shall be required to agree, as a condition to any Approval, to divest itself (i) sell or dispose of or hold separate separately (through a trust or otherwise) any Subsidiaryassets or businesses or interests in any assets or businesses of Parent, division the Company or their respective affiliates or make any other change in any portion of the Company’s or its business unit which is material or incur any other limitation on the conduct of the Company’s or its business to the business of obtain such party consents, authorizations, orders, approvals and its Subsidiaries, taken as a wholeexemptions or agree to do, or submit to orders providing for, any of the divestiture foregoing, in each case whether before or holding separate after the Effective Time, (ii) utilize its reasonable best efforts in responding to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law (as defined below) for a period of which would be reasonably likely time exceeding thirty days from the receipt of any such initial request, or (iii) take any action under this Section 6.5 if any governmental body that has the authority to have enforce any Antitrust Law seeks, or authorizes its staff to seek, a Material Adverse Effect on such party preliminary injunction or a material adverse effect on the benefits intended restraining order to be derived as a result enjoin consummation of the Merger.

Legal Conditions to Merger. Each of Xxxxx and Oak Parent and, subject to Section 6.2, the Company will take all use its reasonable actions necessary best efforts to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions efforts shall include, without limitation, include furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either any of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx Parent and Oak the Company will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by XxxxxParent, Oak the Company or any of their Subsidiaries in connection with the 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 Oak Parent nor Xxxxx any of its affiliates shall be required to agree, as a condition to any Approval, to divest itself (i) sell or dispose of or hold separate separately (through a trust or otherwise) any Subsidiaryassets or businesses or interests in any assets or businesses of Parent, division the Company or their respective affiliates or make any other change in any portion of the Company's or its business unit which is material or incur any other limitation on the conduct of the Company's or its business to the business of obtain such party consents, authorizations, orders, approvals and its Subsidiaries, taken as a wholeexemptions or agree to do, or submit to orders providing for, any of the divestiture foregoing, in each case whether before or holding separate of which after the Effective Time, except in each case for any such action that would not reasonably be reasonably likely expected to have result in a Company Material Adverse Effect on such party or a material adverse effect on Parent Material Adverse Effect or (ii) if any governmental body that has the benefits intended authority to be derived as enforce any Antitrust Law seeks, or authorizes its staff to seek, a result 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) Each of Xxxxx Finisar and Oak Optium will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall 47 include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx Finisar and Oak Optium will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by XxxxxFinisar, Oak Optium or any of their Subsidiaries in connection with the 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 Oak Optium nor Xxxxx Finisar shall be required to agree, as a condition to any Approval, to divest itself of or sell, license, dispose of, hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a wholeseparate, or operate in any specified manner any assets or businesses or Subsidiaries of Finisar, Sub, Optium or the divestiture Surviving Corporation (or holding separate of which would be reasonably likely to have a Material Adverse Effect on require any such party or a material adverse effect on the benefits intended any of their respective Subsidiaries or Affiliates to be derived as a result agree to any of the Mergerforegoing).

Legal Conditions to Merger. Each of Xxxxx Acquirer and Oak Target -------------------------- will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and use its best efforts to furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx Acquirer and Oak Target will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by XxxxxTarget, Oak Acquirer or any of their Subsidiaries in connection with the 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 6.1, 6.2 and 6.26.6, 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-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 Oak Target nor Xxxxx Acquirer shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on (A) the business, financial condition or results of operations of such party and its Subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Legal Conditions to Merger. Each of Xxxxx BUYER and Oak TARGET will take all -------------------------- reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and will use their best efforts to furnish information to each other in connection with any such requirements imposed upon either any of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx BUYER and Oak TARGET will, and will cause its Subsidiaries to, : (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other third party, required to be obtained or made by Xxxxx, Oak TARGET or any of their Subsidiaries BUYER in connection with the 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, or 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 Oak nor Xxxxx shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on the benefits intended to be derived as a result of the Merger.

Legal Conditions to Merger. Each of Xxxxx Xxxxxxx and Oak LECG will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and will use their best efforts to furnish information to each other in connection with any such requirements imposed upon either any of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx Xxxxxxx and Oak LECG will, and will cause its Subsidiaries to, : (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other third party, required to be obtained or made by Xxxxx, Oak LECG or any of their Subsidiaries Xxxxxxx in connection with the Merger (any of the foregoing an “Approval”"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, or 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 Oak nor Xxxxx shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on the benefits intended to be derived as a result of the Merger6.7.

Legal Conditions to Merger. Each of Xxxxx and Oak will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect Subject to the Merger (which actions shall includeterms and conditions of this Agreement, without limitation, furnishing all information required under each of the HSR Act Company and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx and Oak willParent shall, and will shall cause its Subsidiaries to, (i) take use all reasonable actions necessary efforts to obtain (take, or cause to be taken, all actions, and will to do, or cause to be done, and to assist and cooperate with each the other parties in obtainingdoing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (a) the obtaining of any necessary consent, authorization, order or approval of, or any exemption by, any Governmental Entity and/or any other public or private third party which is required to be obtained by such party or made any of its Subsidiaries in connection with the Merger and the other transactions contemplated by Xxxxxthis Agreement (including any subsequent merger or other combination of the Company and NSB with and into Parent) and the Stock Option Agreement and the making or obtaining of all necessary filings and registrations with respect thereto, Oak (b) the defending of any lawsuits or other legal proceedings, whether judicial, administrative or regulatory, challenging this Agreement or the Stock Option Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (c) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stock Option 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 would, in such party's reasonable opinion, (A) be materially burdensome to such party and its Subsidiaries taken as a whole in the context of the transactions contemplated by this Agreement or impact in such a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement as to render inadvisable the consummation of the Merger or (B) result in the imposition of a condition or restriction on such party or on the Surviving Corporation of the type referred to in Section 6.02(c). Each of the Company and 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 in connection with the 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 Oak nor Xxxxx shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on the benefits intended to be derived as a result of the Merger.the

Legal Conditions to Merger. Each of Xxxxx Acquired Corporation and Oak the Company will take all use its commercially reasonable actions necessary efforts to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions efforts shall include, without limitation, include furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either any of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx Acquired Corporation and Oak the Company will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by XxxxxAcquired Corporation, Oak the Company or any of their Subsidiaries in connection with the 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 Oak Acquired Corporation nor Xxxxx the Company nor any of their affiliates shall be required to agree, as a condition to any Approval, to divest itself (i) sell or dispose of or hold separate separately (through a trust or otherwise) any Subsidiaryassets or businesses or interests in any assets or businesses of Acquired Corporation, division the Company or their respective affiliates or make any other change in any portion of the Company’s or its business unit which is material or incur any other limitation on the conduct of the Company’s or its business to the business of obtain such party consents, authorizations, orders, approvals and its Subsidiaries, taken as a wholeexemptions or agree to do, or submit to orders providing for, any of the divestiture foregoing, in each case whether before or holding separate of which after the Effective Date, except in each case for any such action that would not reasonably be reasonably likely expected to have result in a Company Material Adverse Effect on such party or an Acquired Corporation 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 material adverse effect on the benefits intended preliminary injunction or restraining order to be derived as a result enjoin consummation of the Merger, take any action which Acquired Corporation or the Company reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.

Legal Conditions to Merger. Each of Xxxxx Ascend and Oak will Stratus shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself such party with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and any applicable foreign antitrust laws and in connection with applicable approvals of or filings with any other Governmental Entity) and will shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx Ascend and Oak willStratus shall, and will shall cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other third party, required to be obtained or made by XxxxxStratus, Oak Ascend or any of their Subsidiaries in connection with the Merger (any of the foregoing foregoing, an “"Approval”") or the taking of any action required in furtherance thereof or otherwise contemplated thereby or by this Agreement, (iii) 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, or 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 (iiiii) 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 Oak Ascend nor Xxxxx Stratus shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiariesunit, taken as a whole, or the divestiture or holding separate of which would be reasonably likely (A) to have a an Ascend Material Adverse Effect on such party Effect, or a (B) to impair in any material adverse effect on way the benefits intended to be derived by Ascend after the Effective Time as a result of the Merger.Merger Section 6.7

Legal Conditions to Merger. Each of Xxxxx Acquisition Co. and Oak will Company shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself such party with respect to the Merger (which actions shall include, without limitation, filing and furnishing all information required under the HSR Act Act, and in connection with applicable approvals of or filings with any other Governmental Entity) and will therewith shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries subsidiaries in connection with the Merger. Each of Xxxxx Acquisition Co. and Oak willCompany shall, and will shall cause its Subsidiaries to, subsidiaries to (i) take all reasonable actions necessary to obtain (and will shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity governmental entity or other third party, required to be obtained or made by XxxxxCompany, Oak Acquisition Co. or any of their Subsidiaries subsidiaries for any of the conditions set forth in connection with the Merger Section 5 to be satisfied (any of the foregoing foregoing, an “Approval”) or the taking of any action required in furtherance thereof or otherwise 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 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, or 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 Oak Acquisition Co. nor Xxxxx Company shall be required to agreeagree to waive any substantial rights to accept any substantial limitation on its operations or to dispose of any material assets in connection with obtaining any such consent, as a condition to any Approvalauthorization, to divest itself of order, approval or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on the benefits intended to be derived as a result of the Mergerexemption.

Legal Conditions to Merger. Each of Xxxxx 3Com and Oak USR will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and will use their best efforts to furnish information to each other in connection with any such requirements imposed upon either any of them or any of their Subsidiaries in connection with the Merger. Each of Xxxxx 3Com and Oak USR will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other third party, required to be obtained or made by XxxxxUSR, Oak 3Com or any of their Subsidiaries in connection with the Merger (any of the foregoing an “"Approval”") or the taking of any action contemplated thereby or by this Agreement, 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, or 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 Oak USR nor Xxxxx 3Com shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its Subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Legal Conditions to Merger. Each of Xxxxx Acquisition Co. and Oak will Company shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself such party with respect to the Merger (which actions shall include, without limitation, filing and furnishing all information required under the HSR Act Act, and in connection with applicable approvals of or filings with any other Governmental Entity) and will therewith shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries subsidiaries in connection with the Merger. Each of Xxxxx Acquisition Co. and Oak willCompany shall, and will shall cause its Subsidiaries to, subsidiaries to (i) take all reasonable actions necessary to obtain (and will shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity governmental entity or other third party, required to be obtained or made by XxxxxCompany, Oak Acquisition Co. or any of their Subsidiaries subsidiaries for any of the conditions set forth in connection with the Merger Section 5 to be satisfied (any of the foregoing foregoing, an “"Approval”") or the taking of any action required in furtherance thereof or otherwise 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 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, or 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 Oak Acquisition Co. nor Xxxxx Company shall be required to agreeagree to waive any substantial rights to accept any substantial limitation on its operations or to dispose of any material assets in connection with obtaining any such consent, as a condition to any Approvalauthorization, to divest itself of order, approval or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on the benefits intended to be derived as a result of the Mergerexemption.