Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. 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 Merger (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to the other in connection with any 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, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Parent, the Company 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) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parent, the Company nor any of their respective 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 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 prohibited or restricted under such preliminary injunction or restraining order.

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of this Agreement, each of Parent andand Subject Company shall, subject to Section 6.2and shall cause its Subsidiaries to, the Company will use its their reasonable best efforts (i) to take, or cause to be taken, all actions 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 (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information and, subject to the other conditions set forth in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with Article VII hereof, to consummate the Merger. Each of Parent transactions contemplated by this Agreement and the Company will, and will cause its Subsidiaries to, take all reasonable actions necessary (ii) to obtain (and will to cooperate with the other in obtainingparty to obtain) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Subject Company or made by Parent, the Company Parent or any of their respective Subsidiaries in connection with the Merger or and the taking of any action other transactions contemplated thereby or by this Agreement. In connection , and to comply with the actions terms and procedures referenced in this Section 6.5, the Company shall (i) promptly and fully inform Parent conditions of any written such consent, authorization, order or oral communication received from or given approval. (b) Subject to any Governmental Entitythe terms and conditions of this Agreement, (ii) permit Parent to review in advance any submission to any Governmental Entity, (iii) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel each of Parent and will not be disclosed by such outside counsel Subject Company agrees to non-legal department employees, officersuse reasonable best efforts to take, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoingcause to be taken, neither Parentall actions, the Company nor any of their respective 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 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 cause to orders providing forbe done, any of the foregoingall things necessary, in each case whether before proper or advisable to consummate and make effective, as soon as practicable after the Effective Timedate of this Agreement, the transactions contemplated hereby, including, without limitation, using reasonable efforts to lift or (ii) if rescind 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 or other order adversely affecting the ability of the parties to enjoin consummate the transactions contemplated hereby and using reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the Merger, take transactions contemplated hereby or agree to take any action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining orderseeking material damages.

Legal Conditions to Merger. 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 Merger (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to the each other in connection with any 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 each other in obtaining) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Parent, the Company 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) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parent, the Company Parent nor any of their respective 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 businesses of the Company Company's or Parent its business or incur any other limitation on the conduct of the businesses of the Company Company's or Parent its business 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, 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 Entity 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 or agree to take any action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.

Legal Conditions to Merger. Each of Parent and, subject to Section 6.2, the Company Acquirer and Target -------------------------- will use its take all reasonable best efforts actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which efforts actions shall include include, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and use its best efforts to furnish information to the each other in connection with any such requirements imposed upon any either of them or any of their Subsidiaries in connection with the Merger. Each of Parent Acquirer and the Company Target will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to obtain (and will cooperate with the each other in obtaining) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by ParentTarget, the Company 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, 6.2 and 6.6, 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- 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. 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) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parent, the Company Target nor any of their respective affiliates Acquirer shall be required to (i) sell or dispose agree, as a condition to any Approval, to divest itself of or hold separately (through separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as 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 dowhole, or submit the divestiture or holding separate of which would be reasonably likely to orders providing forhave a material adverse effect on (A) the business, any financial condition or results of the foregoingoperations of such party and its Subsidiaries, in each case whether before or after the Effective Time, taken as a whole or (iiB) if any Governmental Entity that has the authority benefits intended to enforce any Antitrust Law seeks, or authorizes its staff to seek, be derived as a preliminary injunction or restraining order to enjoin consummation result of the Merger, take or agree to 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 Parent and, subject to Section 6.2, and the Company will use its shall take reasonable best efforts actions necessary to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger (which efforts actions shall include include, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will shall promptly cooperate with and and, subject to applicable law, furnish information to the each other in connection with any such requirements imposed upon any either of them or any of their Subsidiaries in connection with the Merger. Each of Parent and the Company willshall, and will shall cause its Subsidiaries to, to take all reasonable actions necessary to obtain (and will shall cooperate with the each other in obtaining) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other third party, required to be obtained or made by Parentthe Company, the Company Parent or any of their Subsidiaries for any of the conditions set forth in connection with Article VII to be satisfied (any of the Merger foregoing, an "Approval") or the taking of any action required in furtherance thereof or otherwise contemplated thereby or by this Agreement. In connection with . (b) Notwithstanding anything to the actions and procedures referenced contrary contained in this Section 6.5Agreement, neither Parent nor the Company shall have any obligation to oppose, challenge or appeal any suit, action or proceeding by any Governmental Entity before any court or governmental authority, agency or tribunal, domestic or foreign or any order or ruling by any such body, (i) promptly and fully inform Parent seeking to restrain or prohibit or restraining or prohibiting the consummation of the Merger or any written or oral communication received from or given to any Governmental Entityof the other transactions contemplated by this Agreement, (ii) permit seeking to prohibit or limit or prohibiting or limiting the ownership, operation or control by the Company, Parent to review in advance or any submission to of their respective Subsidiaries of any Governmental Entityportion of the business or assets of the Company, Parent or any of their respective Subsidiaries, or (iii) consult with seeking to compel or compelling the Company, Parent or any of their respective Subsidiaries to dispose of, grant rights in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officersrespect of, or directors hold separate any portion of the business or assets of the Company, Parent unless express permission is obtained or any of their respective Subsidiaries. Further, notwithstanding anything to the contrary contained in advance from this Agreement, Parent shall have no obligation to dispose of, grant rights in respect of, or hold separate any portion of the Company business or its legal counsel. Notwithstanding assets of the Company, Parent or any of their respective Subsidiaries or to agree to any of the foregoing, neither Parent, . Neither the Company nor any of their respective affiliates its Subsidiaries 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 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, take any of the foregoing, actions described in each case whether before or after preceding sentences of this Section 6.7(b) without 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 prior written consent of the Merger, take or agree to take any action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining orderParent.

Legal Conditions to Merger. Each of Parent and, subject to Section 6.2, the Company will use its Ascend and Stratus shall take all reasonable best efforts actions necessary to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger (which efforts actions shall include include, without limitation, furnishing all information required under the HSR Act and any applicable foreign antitrust laws and in connection with approvals of or filings with any other Governmental Entity) and will shall promptly cooperate with and furnish information to the each other in connection with any such requirements imposed upon any either of them or any of their Subsidiaries in connection with the Merger. Each of Parent Ascend and the Company willStratus shall, and will shall cause its Subsidiaries to, take all reasonable actions necessary to obtain (and will shall cooperate with the each other in obtaining) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other third party, required to be obtained or made by ParentStratus, the Company Ascend or any of their Subsidiaries in connection with the Merger (any of the foregoing, an "Approval") or the taking of any action required in furtherance thereof or otherwise contemplated thereby or by this Agreement, (i) 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 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 (ii) 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. 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) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parent, the Company Ascend nor any of their respective affiliates Stratus shall be required to (i) sell or dispose of agree, as a condition to any Approval, to divest itself or hold separately separate any Subsidiary, division or business unit, the divestiture or holding separate of which would be reasonably likely (through a trust A) to have an Ascend Material Adverse Effect, or otherwise(B) any assets or businesses or interests to impair in any assets or businesses of Parent, material way 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 benefits intended 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 be derived by Ascend 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, Time as a preliminary injunction or restraining order to enjoin consummation result of the Merger, take or agree to take any action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.Merger Section

Legal Conditions to Merger. Each of Parent and, subject to Section 6.2, the Acquisition Co. and Company will use its shall take reasonable best efforts actions necessary to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger (which efforts actions shall include include, without limitation, filing and furnishing all information required under the HSR Act Act, and in connection with approvals of or filings with any other Governmental Entity) and will therewith shall promptly cooperate with and furnish information to the each other in connection with any such requirements imposed upon any either of them or any of their Subsidiaries subsidiaries in connection with the Merger. Each of Parent Acquisition Co. and the Company willshall, and will shall cause its Subsidiaries to, subsidiaries to (i) take all reasonable actions necessary to obtain (and will shall cooperate with the each other in obtaining) any clearance, 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 ParentCompany, the Company Acquisition Co. or any of their Subsidiaries subsidiaries for any of the conditions set forth in connection with Section 5 to be satisfied (any of the 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 which may adversely affect the ability of the parties hereto to consummate the Merger 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. 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) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parent, the Acquisition Co. nor Company nor any of their respective affiliates shall be required to (i) sell agree 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, authorization, order, approval 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 prohibited or restricted under such preliminary injunction or restraining orderexemption.

Legal Conditions to Merger. Each of Parent and, subject to Section 6.2, and the Company will shall, and shall cause its Subsidiaries to, use its their reasonable best efforts (a) to take, or cause to be taken, all actions 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 (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information and, subject to the other conditions set forth in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with Article VII hereof, to consummate the Merger. Each of Parent transactions contemplated by this Agreement and the Company will, and will cause its Subsidiaries to, take all reasonable actions necessary (b) to obtain (and will to cooperate with the other in obtainingparty to obtain) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained or made by Parent, the Company or Parent or any of their respective Subsidiaries in connection with the Merger or and the taking of any action other transactions contemplated thereby or by this Agreement. In connection with the actions and procedures referenced in this Section 6.5, the Company ; provided that Parent shall (i) promptly and fully inform Parent of not be obligated to agree to any written or oral communication received from or given unduly burdensome condition sought to be imposed by any Governmental Entity, (ii) permit Parent to review in advance any submission to any Governmental Entity, (iii) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parenteach 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 Federal Reserve Board or its staff, the Company nor any of their respective affiliates shall be required to (i) sell New York State Banking Department or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parentits staff, the Company German Banking Supervisory Authority or their respective affiliates its staff, or make any other change in any portion Governmental Entity 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 foregoingcompetent jurisdiction, in each case whether before in order to consummate the transactions contemplated hereby, 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 after any applicable government clearance or notice of non-objection. Each of Parent and the Effective Time, or (ii) if any Governmental Entity Company represents that has the such party's affiliates have full power and authority to enforce effect any Antitrust Law seekstransactions 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, or authorizes its staff and to seekthe extent permitted by law, Parent will provide the Company with a preliminary injunction or restraining order reasonable opportunity to enjoin consummation of the Merger, take or agree to take any action which Parent reasonably believes would be prohibited or restricted under comment on such preliminary injunction or restraining orderfiling.

Legal Conditions to Merger. (a) Each of Parent and, subject to Section 6.2, and the Company will use its shall take reasonable best efforts actions necessary to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger (which efforts actions shall include include, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will shall promptly cooperate with and and, subject to applicable law, furnish information to the each other in connection with any such requirements imposed upon any either of them or any of their Subsidiaries in connection with the Merger. Each of Parent and the Company willshall, and will shall cause its Subsidiaries toto take reasonable (b) Notwithstanding anything to the contrary contained in this Agreement, take all reasonable actions necessary neither Parent nor the Company shall have any obligation to obtain (and will cooperate with the other in obtaining) oppose, challenge or appeal any clearancesuit, consent, authorization, order action or approval of, or any exemption by, proceeding by any Governmental Entity required before any court or governmental authority, agency or tribunal, domestic or foreign or any order or ruling by any such body, (i) seeking to be obtained restrain or made prohibit or restraining or prohibiting the consummation of the Merger or any of the other transactions contemplated by Parentthis Agreement, (ii) seeking to prohibit or limit or prohibiting or limiting the Company ownership, operation or control by the Company, Parent or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby portion of the business or by this Agreement. In connection with assets of the actions and procedures referenced in this Section 6.5Company, the Company shall (i) promptly and fully inform Parent or any of any written their respective Subsidiaries, 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) consult with seeking to compel or compelling the Company, Parent or any of their respective Subsidiaries to dispose of, grant rights in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officersrespect of, or directors hold separate any portion of the business or assets of the Company, Parent unless express permission is obtained or any of their respective Subsidiaries. Further, notwithstanding anything to the contrary contained in advance from this Agreement, Parent shall have no obligation to dispose of, grant rights in respect of, or hold separate any portion of the Company business or its legal counsel. Notwithstanding assets of the Company, Parent or any of their respective Subsidiaries or to agree to any of the foregoing, neither Parent, . Neither the Company nor any of their respective affiliates its Subsidiaries 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 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, take any of the foregoing, actions described in each case whether before or after preceding sentences of this Section 6.7(b) without 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 prior written consent of the Merger, take or agree to take any action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining orderParent.

Legal Conditions to Merger. Each of Parent and, subject to Section 6.2, the Acquisition Co. and Company will use its shall take reasonable best efforts actions necessary to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger (which efforts actions shall include include, without limitation, filing and furnishing all information required under the HSR Act Act, and in connection with approvals of or filings with any other Governmental Entity) and will therewith shall promptly cooperate with and furnish information to the each other in connection with any such requirements imposed upon any either of them or any of their Subsidiaries subsidiaries in connection with the Merger. Each of Parent Acquisition Co. and the Company willshall, and will shall cause its Subsidiaries to, subsidiaries to (i) take all reasonable actions necessary to obtain (and will shall cooperate with the each other in obtaining) any clearance, 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 ParentCompany, the Company Acquisition Co. or any of their Subsidiaries subsidiaries for any of the conditions set forth in connection with Section 5 to be satisfied (any of the 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 which may adversely affect the ability of the parties hereto to consummate the Merger 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. 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) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parent, the Acquisition Co. nor Company nor any of their respective affiliates shall be required to (i) sell agree 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, authorization, order, approval 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 prohibited or restricted under such preliminary injunction or restraining orderexemption.

Legal Conditions to Merger. Each of Parent and, subject to Section 6.2, Acquired Corporation and the Company will use its commercially reasonable best efforts to comply promptly with all legal requirements which may be imposed with respect to the Merger (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to the each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of Parent Acquired Corporation and the Company will, and will cause its Subsidiaries to, take all reasonable actions necessary to obtain (and will cooperate with the each other in obtaining) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by ParentAcquired Corporation, the Company 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) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) 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 meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of Parent and will not be disclosed by such outside counsel to non-legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parent, Acquired Corporation nor the Company nor any of their respective 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 ParentAcquired Corporation, the Company or their respective affiliates or make any other change in any portion of the businesses of the Company Company’s or Parent its business or incur any other limitation on the conduct of the businesses of the Company Company’s or Parent its business 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 TimeDate, except in each case for any such action that would not reasonably be expected to result in a Company Material Adverse Effect or an Acquired Corporation Material Adverse Effect or (ii) if any Governmental Entity 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 or agree to take any action which Parent Acquired Corporation or the Company reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.