Common use of Reasonable Efforts; Notification Clause in Contracts

Reasonable Efforts; Notification. (a) On the terms and subject to the conditions set forth in this Agreement, each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreements.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use all its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the observance of all applicable waiting periods and the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesPersons, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreementsthis Agreement; provided, however, that none of Time Warner, Sony Parent or any of their respective its affiliates shall not be required to consent (A) take or offer refrain from taking any action or agree to consentany restriction or condition (including any sales, divestitures, dispositions or changes in business practice) with respect to (i) any prohibition of the existing or limitation on future assets or operations of the ownership or operation by Time Warner or Sony Company or any of their respective subsidiaries the Company Subsidiaries that would, individually or affiliates in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (B) agree to, or proffer to, divest or hold separate any assets or any portion of any material portion business of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony Parent or any of their respective subsidiaries or affiliates, its affiliates (ii) other than the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony Company or any of their respective subsidiaries or affiliatesthe Company Subsidiaries), (iii) in each case in order to resolve any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented objection to the stockholders of HoldcoTransactions raised by any United States Federal, state or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliateslocal Governmental Entity. In connection with and without limiting the foregoing, CDnow the Company and the CDnow Company Board shall (iA) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, Transaction or this Agreement or any other Transaction Agreement and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction AgreementsTransactions.

Reasonable Efforts; Notification. (a) On Upon the terms --------------------------------- and subject to the conditions set forth in this Agreement, each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction the Company Stockholder Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow the Company and the CDnow Company Board shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, Transaction or this Agreement or any other Transaction the Company Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction the Company Stockholder Agreement, take all corporate action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement the Offer, the Merger and the other Transaction Agreements.Transactions. Nothing in this Agreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to take any action that would result in any of the consequences referred to in paragraph (a) of Exhibit A.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, including without limitation Section 5.5 hereto, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer and the Merger, and the other Transactions, including (i) the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the information required to be distributed to the shareholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board or Directors pursuant to Section 1.4 hereof, the preliminary Proxy Statement and the Proxy Statement and all necessary amendments or supplements thereto; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Entity and the making of all necessary registrations and filings (including filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreements.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement, (v) reasonably cooperating with all potential sources of financing to the Investor and Newco in connection with the Merger, and the other transactions contemplated by this Agreement, and the taking of all reasonable steps as may be necessary or advisable to consummate one or more financing transactions with such potential sources of financing, including participating in "road shows" with respect to the issuance of securities in one or more private placements or transactions registered under the Securities Act and (vi) if necessary to obtain recapitalization accounting treatment of the Transaction Agreements; providedMerger and the transactions contemplated by that Agreement, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on restructuring the ownership or operation Merger and the transactions contemplated by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow the Company and the CDnow its Board of Directors shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Stockholder Agreement or any of the other Transaction, transactions contemplated by this Agreement or any other Transaction the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transactionthis Agreement, this the Stockholder Agreement or any other Transaction transaction contemplated by this Agreement or the Stockholder Agreement, take all corporate action reasonably necessary to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Stockholder Agreement and the other Transaction Agreementstransactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require the Investor to dispose of or hold separate any asset or collection of assets.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including including, without limitation, (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Merger or other Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger or other Transactions and to fully carry out the purposes of this Agreement and the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow Parent and the CDnow Board Company shall (iA) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, Transaction or this Agreement or any other Transaction Agreement and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, Transaction or this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreements.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, during the Pre-Closing Period, each of Parent, Merger Sub and the parties shall Company agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by the Transaction Documents, including (i) the obtaining taking of all commercially reasonable acts necessary to cause the conditions set forth in Article VI to be satisfied, (ii) obtaining all necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations necessary, proper or advisable registrations, filings and filings (including filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental EntityEntity (including, (ii) without limitation, under the obtaining of all necessary consents, approvals or waivers from third parties, HSR Act); (iii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation non-governmental Third Parties set forth on Schedule 5.3(a) of the TransactionsCompany Disclosure Letter and with respect to the Material Contracts set forth on such Schedule; (iv) making all necessary filings with the U.S. Patent & Trademark Office and the U.S. Copyright Office (A) to update record owner title information for all U.S. registered Company Intellectual Property to be in either the name of the Company or one of its existing Subsidiaries, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedas appropriate, and (ivB) to release the execution security interests held by Xxxxx Fargo Foothill, Inc. in certain U.S. trademark registrations and delivery certain copyright registrations and by Comerica Bank in certain copyright registrations, where such registrations are owned by the Company or its Subsidiaries and constitute part of the Company Intellectual Property; and (v) executing and delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction AgreementsDocuments.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be takentaken (including through its officers and directors and other appropriate personnel), all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, the Voting Agreement and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval Permits or waiver waivers from, or to avoid an action or proceeding by, any Governmental EntityEntity (including in respect of any Gaming Law), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow Target and the CDnow its Board of Directors shall (including through its officers and directors and other appropriate personnel) (i) take all corporate actions action necessary to ensure that no state takeover takeover, business combination, control share, fair price or value statute or similar statute or regulation is or becomes applicable to the Merger, any other Transactionthis Agreement, this the Voting Agreement or any of the other Transaction Agreement and transactions contemplated by this Agreement, (ii) if any state takeover takeover, business combination, control share, fair price or value statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or the Voting Agreement or any other Transaction transaction contemplated by this Agreement or the Voting Agreement, take all corporate action necessary to ensure that the Transactions Merger and the other transactions contemplated by this Agreement or the Voting Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Transaction Agreements Voting Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Voting Agreement and the other transactions contemplated by this Agreement and the Voting Agreement, and (iii) take all action necessary to assist Acq Corp in connection with efforts reasonably related to obtaining financing for the Merger and related transactions. Notwithstanding the foregoing, the parties acknowledge that Acq Corp and its Affiliates are not obligated by Section 7.04(a) or any other Transaction Agreementsprovision of this Agreement to obtain any consent, approval, license, waiver, order, decree, determination of suitability or other authorization with respect to any limited partner of any Affiliate of Acq Corp. Nothing herein shall be deemed to require Acq Corp or any of its Affiliates to take any steps (including without limitation the expenditure of funds) or provide any information to obtain any consent, approval, license, waiver, order, decree, determination of suitability or other authorization, other than is customary in the States of Nevada, Iowa and Colorado for such matters.

Reasonable Efforts; Notification. (a) On Upon the terms -------------------------------- and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I and Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out fully the purposes of of, this Agreement. Notwithstanding anything in this Agreement to the Transaction Agreements; providedcontrary, however, that none of Time Warner, Sony or neither Parent nor any of their respective its affiliates shall be required under any obligation to consent (make proposals, execute or offer carry out agreements or submit to consent) to (i) any prohibition orders providing for the sale or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of other disposition or holding separate (through the establishment of a trust or otherwise) of any material portion assets or categories of assets of Parent, any of its affiliates or Company or its subsidiaries or the holding separate of the business shares of Company Common Stock (or assets shares of Holdco, CDnow, stock of the Surviving Corporation) or imposing or seeking to impose any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations limitation on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, Parent or any of their respective its subsidiaries or affiliatesaffiliates to conduct their business or own such assets or to acquire, to acquire or hold, hold or exercise full rights of ownership ofof the shares of Company Common Stock (or shares of stock of the Surviving Corporation). (b) Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated hereby, (ii) any equity interests notice or other communication from any Governmental Entity in Holdcoconnection with the transactions contemplated hereby, CDnow(iii) any litigation relating to, any Columbia House Entity involving or any of otherwise affecting Company, Parent or their respective subsidiaries, including limitations on subsidiaries that relates to the ability consummation of Time Warner, Time Warner Canada, Sony the transactions contemplated hereby. Company shall give prompt notice to Parent of any representation or Sony Canadawarranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of their respective subsidiaries Company to comply with or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the business conditions set forth in Annex I or operations of HoldcoArticle VII would not be satisfied, CDnowprovided, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoinghowever, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute such notification shall affect the representations, warranties, covenants or similar statute agreements of the parties or regulation is or becomes applicable the conditions to the Merger, obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any other Transaction, representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any other Transaction Agreement and (ii) if failure of Parent or Merger Sub to comply with or satisfy in any state takeover statute material respect any covenant, condition or similar statute agreement to be complied with or regulation becomes applicable satisfied by it under this Agreement, in each case, such that the conditions set forth in Annex I or Article VII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the Merger, any other Transaction, obligations of the parties under this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreements.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow the Company and the CDnow Company Board shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement the Tender Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreementthe Tender Agreements, take all corporate action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement the Offer, the Merger and the other Transaction AgreementsTransactions. Nothing in this Agreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. As promptly as practicable after the consummation of the Offer, the Company shall use all reasonable efforts to notify Parent of any actions or nonactions of, waivers, consents and approvals from, and registrations and filings with, Governmental Entities, and any consents, approvals or waivers from third parties, that would be required in connection with the consummation of the Merger in the event that Parent elects pursuant to Section 1.03 to merge the Company with and into Sub instead of merging Sub into the Company.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement and the Voting Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Voting Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction the Voting Agreement or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out fully the purposes of of, this Agreement. Notwithstanding anything in this Agreement to the Transaction Agreements; providedcontrary, however, that none of Time Warner, Sony or neither Parent nor any of their respective its affiliates shall be required under any obligation to consent (make proposals, execute or offer carry out agreements or submit to consent) to (i) any prohibition orders providing for the sale or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of other disposition or holding separate (through the establishment of a trust or otherwise) of any material portion assets or categories of assets of Parent, any of its affiliates or the Company or its Subsidiaries or the holding separate of the business Shares (or assets shares of Holdco, CDnow, stock of the Surviving Corporation) or imposing or seeking to impose any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations limitation on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, Parent or any of its Subsidiaries or affiliates to conduct their respective subsidiaries business or affiliatesown such assets or to acquire, to acquire or hold, hold or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity of the Shares (or any shares of their respective subsidiaries, including limitations on stock of the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction AgreementsSurviving Corporation).

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third this parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow the Company and the CDnow its Board of Directors shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any of the other Transaction, transactions contemplated by this Agreement or any other Transaction the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any other Transactionthis Agreement, this the Stockholder Agreement or any other Transaction transaction contemplated by this Agreement or the Stockholder Agreement, at Parent's sole cost take all corporate action reasonably necessary to ensure that the Transactions Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms 42 37 contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other Transaction Agreementstransactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require Parent to dispose of any significant asset or collection of assets.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow the Company and the CDnow its Board shall (ix) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any of other Transaction transactions contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, transaction contemplated by this Agreement or any other Transaction Agreement, take all corporate action reasonably necessary to ensure that the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreementstransactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require the Company or the Purchasers to dispose of or hold separate any asset or collection of assets.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, 56 challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement; provided, however, that none Parent shall not be obligated to take any action pursuant to the foregoing if the taking of Time Warner, Sony such action or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates obtaining of any material portion waiver, consent, approval or exemption is reasonably likely to result in the imposition of a condition or restriction of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, type referred to in Section 8.01(g)(i) and (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates). In connection with and without limiting the foregoing, CDnow Parent, the Company and the CDnow Board their respective Boards of Directors shall (i) take all corporate actions action necessary to ensure so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction transaction contemplated by this Agreement, take all corporate action necessary to ensure so that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement the Merger and the other Transaction Agreementstransactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third this parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow the Company and the CDnow its Board of Directors shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any of the other Transaction, transactions contemplated by this Agreement or any other Transaction the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any other Transactionthis Agreement, this the Stockholder Agreement or any other Transaction transaction contemplated by this Agreement or the Stockholder Agreement, at Parent's sole cost take all corporate action reasonably necessary to ensure that the Transactions Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other Transaction Agreementstransactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require Parent to dispose of any significant asset or collection of assets.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.3, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any 17 24 additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation transactions contemplated by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow each of the Company and the CDnow Parent and its respective Board of Directors shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions Merger may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement the Merger and (iii) cooperate with each other in the arrangements for refinancing any indebtedness of, or obtaining any necessary new financing for, the Company and the other Transaction AgreementsSurviving Corporation.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction, including including, without limitation, (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities any Government Authority and the making of all necessary registrations and filings (including filings with Governmental EntitiesGovernment Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityGovernment Authority, (ii) the obtaining of all necessary consentsconsents including, without limitation, the Required Consents, approvals or waivers from third parties, (iii) the defending of any lawsuits Lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the TransactionsTransaction, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Government Authority vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Transaction and to fully carry out the purposes of this Agreement and the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow Parent, the Shareholder and the CDnow Board Company shall (iA) take all corporate actions commercially reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, Transaction or this Agreement or any other Transaction Agreement and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, Transaction or this Agreement or any other Transaction Agreement, take all corporate commercially reasonable action necessary to ensure that the Transactions Transaction may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreements.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of Rodamco, Hexalon, Head Acquisition LP, Head Acquisition Corp, Urban and the parties shall Urban LP agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger, the Amendment and the other transactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, ; (ii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, ; and (iii) the defending execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Rodamco, Hexalon, Head Acquisition LP, Head Acquisition Corp, Urban and the Urban LP agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or any other the transactions contemplated by the Transaction Agreement or the consummation of the TransactionsDocuments, including seeking to have any stay or stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, and (iv) at any time after the execution and delivery of Effective Time, any additional instruments further action is necessary or desirable to consummate the Transactions and to fully carry out the purposes purpose of this Agreement, the Transaction Agreements; providedproper officers, howeverdirectors or partners, that none of Time WarnerRodamco, Sony Hexalon, Head Acquisition LP, Head Acquisition Corp, Urban and the Urban LP shall take all such necessary action. From the date of this Agreement through the Effective Time, Urban shall timely file, or any of their respective affiliates shall cause to be filed, with the SEC all Urban SEC Documents required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreementsso filed.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise provided in this Section 6.5, each of the parties shall Parties agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation transactions contemplated by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow the Company and the CDnow its Board of Directors shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions Merger may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and (iii) cooperate with Parent in the arrangements for refinancing any indebtedness of, or obtaining any necessary new financing for, the Company, it being understood that the failure to obtain any such financing or refinancing shall not be a basis for terminating this Agreement and the other Transaction AgreementsAgreement.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental EntitiesEntities and Regulatory Agencies, if any), (ii) the obtaining of all necessary actions, consents, approvals or waivers from Governmental Entities, Regulatory Agencies and other third parties, (iii) the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntity or Regulatory Agency, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement, (v) the defending of any lawsuits or other legal proceedings, judicial or administrative, challenging this Agreement or the consummation of the Transaction Agreementstransactions contemplated hereby or thereby, including the using of all reasonable efforts necessary to lift, rescind or mitigate the effect of any injunction or restraining order or other order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby, (vi) the using of all reasonable efforts to fulfill all conditions to the obligations of Versicor or Biosearch pursuant to this Agreement, and (vii) the using of all reasonable efforts to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the entry, enactment or promulgation thereof, as the case may be; provided, however, that none of Time Warner, Sony or any of their respective affiliates neither Versicor nor Biosearch shall be required obligated to consent (take any action pursuant to the foregoing if the taking of such action or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates obtaining of any material portion of the business waiver, consent, approval or assets of Holdco, CDnow, any Columbia House Entity, Time Warner exemption is reasonably likely to be materially burdensome to Versicor or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity Biosearch and their respective subsidiaries taken as a whole or affiliatesto impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render inadvisable the consummation of the Merger. In connection with and without limiting the foregoing, CDnow Versicor and the CDnow Board Biosearch and members of their respective Boards of Directors shall (i1) grant such approvals and take all corporate such other actions as may be necessary to ensure so that no United States state or Italian takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any of the other Transaction Agreement transactions contemplated by this Agreement, and (ii2) if any United States state or Italian takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction transaction contemplated by this Agreement, grant such approvals and take all corporate action such other actions as may be necessary to ensure so that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements hereby and thereby and otherwise to eliminate or minimize the effect of such statute or regulation on this Agreement the Merger and the other Transaction Agreementstransactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other Transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Entity and the making of all necessary registrations and filings (including filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the TransactionsTransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement; providedPROVIDED, howeverHOWEVER, that none in connection with any filing or submission or other action required to be made or taken by any Party to effect the Merger and all other Transactions contemplated hereby, the Company shall not without the prior written consent of Time WarnerParent commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, Sony in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of their respective its affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesCompany. In connection with and without limiting the foregoing, CDnow the Company and the CDnow its Board of Directors shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, any other Transaction, this Agreement or any of the other Transaction Transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the MergerOffer, any other Transaction, the Merger or this Agreement or any other Transaction transaction contemplated by this Agreement, take all corporate action necessary to ensure that the Offer, the Merger and the other Transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement and the other Transaction AgreementsTransactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsExchange and the other Transactions (including the Financing) to which it or any of its subsidiaries is a party, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, reports and filings (filings, including registrations, reports and filings with Governmental EntitiesEntities (including complying with the filing, if anyreporting and approval requirements of the FERC, the PUCT or other state regulatory authorities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction the Principal Shareholder Agreement or the consummation of the TransactionsTransactions to which it or any of its subsidiaries is a party, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions to which it or any of its subsidiaries is a party and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required Agreements to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliateswhich it is a party. In connection with and without limiting the foregoing, CDnow the Company and the CDnow Company Board shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, Transaction to which it is a party or this Agreement or any other Transaction Agreement and the Principal Shareholder Agreement, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction the Principal Shareholder Agreement, take all corporate action necessary to ensure that the Exchange and the other Transactions to which it or any of its subsidiaries is a party may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement the Exchange and the other Transaction AgreementsTransactions to which it or any of its subsidiaries is a party and (iii) cooperate with Parent in the arrangements for obtaining the Financing. Nothing in this Section 6.03(a) shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b).

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise provided in this Section 5.5, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation transactions contemplated by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow the Company and the CDnow its Board of Directors shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions Merger may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and (iii) cooperate with Parent and Sub in the arrangements for refinancing any indebtedness of, or obtaining any necessary new financing for, the Company and the Surviving Corporation, it being understood that the failure to obtain any such financing or refinancing shall not be a basis for terminating this Agreement. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder. (c) (i) The Company and Parent shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act. The cost of such filings shall be borne by Parent. (ii) The Company will furnish to Parent and Sub copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between the Company, or any of its respective representatives, on the one hand, and any Governmental Entity, or members of the staff of such agency or authority, on the other Transaction Agreements.hand, with respect to this Agreement or the Merger; Parent and Sub will furnish to the A-22 28 Company copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between Parent, Sub or any of their respective representatives, on the one hand, and any governmental agency or authority, on the other hand, with respect to this Agreement or the Merger. (iii) At the election of Parent, the Company and Parent shall, at Parent's expense, use reasonable efforts to defend all litigation under the Federal or state antitrust laws of the United States which if adversely determined would, in the reasonable opinion of Parent (based on the advice of outside counsel), be likely to result in the condition set forth in Section 6.2(g) not being satisfied, and to appeal any order, judgment or decree, which if not reversed, would result in such failure. Notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require Parent, Sub or the Company, or any of their respective subsidiaries or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any assets or businesses of Parent, Sub, the Company or the Surviving Corporation (or to require Parent, Sub, the Company or any of their respective subsidiaries or affiliates to agree to any of the foregoing). The obligations of each party under Section 5.5(a) to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and with its obligations under this Section 5.5(c). SECTION 5.6

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I and Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out fully the purposes of of, this Agreement. Notwithstanding anything in this Agreement to the Transaction Agreements; providedcontrary, however, that none of Time Warner, Sony or neither Parent nor any of their respective its affiliates shall be required under any obligation to consent (make proposals, execute or offer carry out agreements or submit to consent) to (i) any prohibition orders providing for the sale or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of other disposition or holding separate (through the establishment of a trust or otherwise) of any material portion assets or categories of assets of Parent, any of its affiliates or Company or its subsidiaries or the holding separate of the business shares of Company Common Stock (or assets shares of Holdco, CDnow, stock of the Surviving Corporation) or imposing or seeking to impose any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations limitation on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, Parent or any of their respective its subsidiaries or affiliatesaffiliates to conduct their business or own such assets or to acquire, to acquire or hold, hold or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability shares of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Company Common Stock (or instruct shares of stock of the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction AgreementsSurviving Corporation).

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall CalWest, Rooster Acquisition Corp., Cabot and Cabot LP agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the other transactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary necessary, proper or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations necessary, proper or advisable registrations, filings and filings (including filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, ; (ii) the obtaining of all necessary necessary, proper or advisable consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, ; and (iii) the defending execution and delivery of any additional documents or instruments necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of the Transaction Documents. In addition, each of CalWest, Rooster Acquisition Corp., Cabot and Cabot LP agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or any other the transactions contemplated by the Transaction Agreement or the consummation of the TransactionsDocuments, including seeking to have any stay or stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, and (iv) at any time after the execution and delivery of Merger Effective Time, any additional instruments further action is necessary or desirable to consummate the Transactions and to fully carry out the purposes purpose of this Agreement, the Transaction Agreements; providedproper officers, howeverdirectors or partners, that none of Time WarnerCalWest, Sony Rooster Acquisition Corp., Cabot and Cabot LP shall take all such necessary action. From the date of this Agreement through the Merger Effective Time, Cabot shall timely file, or any of their respective affiliates shall cause to be filed, with the SEC all Cabot SEC Documents required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreementsso filed.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I and Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out fully the purposes of of, this Agreement. Notwithstanding anything in this Agreement to the Transaction Agreements; providedcontrary, however, that none of Time Warner, Sony or neither Parent nor any of their respective its affiliates shall be required under any obligation to consent (make proposals, execute or offer carry out agreements or submit to consent) to (i) any prohibition orders providing for the sale or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of other disposition or holding separate (through the establishment of a trust or otherwise) of any material portion assets or categories of assets of Parent, any of its affiliates or Company or its subsidiaries or the holding separate of the business shares of Company Common Stock (or assets shares of Holdco, CDnow, stock of the Surviving Corporation) or imposing or seeking to impose any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations limitation on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, Parent or any of their respective its subsidiaries or affiliatesaffiliates to conduct their business or own such assets or to acquire, to acquire or hold, hold or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability shares of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Company Common Stock (or instruct shares of stock of the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction AgreementsSurviving Corporation).

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Option Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction the Option Agreement or the consummation of the Transactionstransactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate consum mate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on this Agreement and the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesOption Agreement. In connection with and without limiting the foregoing, CDnow the Company and the CDnow its Board shall (i) take all corporate actions necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transactionthis Agreement, this the Option Agreement, the Stockholder Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to transactions contemplated by this Agreement, the Merger, any other Transaction, this Option Agreement or any other Transaction the Stockholder Agreement, take use all corporate action necessary reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement and the Option Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Transaction Agreements Option Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Option Agreement, the Stockholder Agreement and the other Transaction Agreementstransactions contemplated by this Agreement, the Option Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require Parent to dispose of any significant asset or collection of assets.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement; provided, however, that none of Time Warner, Sony or any of their respective affiliates a party shall not be required to consent (or offer to consent) obligated to (iA) take any prohibition action pursuant to the foregoing if the taking of such action or limitation on the ownership obtaining of any waiver, consent, approval or operation by Time Warner exemption is reasonably likely to result in the imposition of a condition or Sony restriction of the type referred to in clause (ii), (iii) or any (iv) of their respective subsidiaries Section 6.01(f) or affiliates (B) sell, license or otherwise dispose of, hold separate or otherwise divest itself of any material portion of the business or assets of Holdco, CDnowthe Company, any Columbia House EntityCompany Subsidiary, Time Warner or Sony Parent or any of their respective subsidiaries or affiliates, (ii) Parent Subsidiary in order to consummate the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatestransactions contemplated by this Agreement. In connection with and without limiting the foregoing, CDnow Parent, the Company and the CDnow Board their respective Boards of Directors shall (i) take all corporate actions action necessary to ensure so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction transaction contemplated by this Agreement, take all corporate action necessary to ensure so that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement the Merger and the other Transaction Agreementstransactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, including without limitation those set forth in Section 6.2(c), each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, effective in the most an expeditious manner practicablemanner, the TransactionsMergers and the other transactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Notwithstanding anything in this Agreement to the Transaction Agreements; providedcontrary, however, that none of Time Warner, Sony or neither Parent nor any of their respective its affiliates shall be required under any obligation to consent (make proposals, execute or offer carry out agreements or submit to consent) to (i) any prohibition orders providing for the sale or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of other disposition or holding separate (through the establishment of a trust or otherwise) of any material portion assets or categories of assets of Parent, any of its affiliates, Company or Title or the holding separate of the business shares of Company Common Stock or assets of Holdco, CDnow, Title Common Stock or imposing or seeking to impose any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations limitation on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, Parent or any of their respective its subsidiaries or affiliatesaffiliates to conduct their business or own such assets or to acquire, to acquire or hold, hold or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability shares of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Company Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Title Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction AgreementsStock.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.3, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation transactions contemplated by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow each of the Company and the CDnow Parent and its respective Board of Directors shall (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions Merger may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement the Merger and (iii) cooperate with each other in the arrangements for refinancing any indebtedness of, or obtaining any necessary new financing for, the Company and the other Transaction AgreementsSurviving Corporation.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, Merger and the Transactionsother transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iviii) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow Company and the CDnow its Board shall (i) take all corporate actions necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement Parent Voting Agreements or any other Transaction Agreementof the transactions contemplated hereby or thereby, take all corporate action necessary use commercially reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement and by the Parent Voting Agreements may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements hereby and thereby and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Parent Voting Agreements and the transactions contemplated hereby and thereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and the other Transaction Agreementsstock.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, the Canadian Arrangement and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement; provided, however, that none a party shall not be obligated to take any action pursuant to the foregoing if the taking of Time Warner, Sony such action or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates obtaining of any material portion waiver, consent, approval or exemption is reasonably likely to result in the imposition of a condition or restriction of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, type referred to in clause (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates), (iii) any limitations on the ability of Holdco), Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony (v) of Section 6.1(g) unless and to the extent such imposition is primarily attributable to an acquisition by Parent or any Parent Subsidiary announced or disclosed after the date of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow the Company, Parent and the CDnow Board their respective Boards of Directors shall (i) take all corporate actions action necessary to ensure so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement transaction contemplated by this Agreement, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transactionthe Canadian Arrangement, this Agreement or any other Transaction transaction contemplated by this Agreement, take all corporate commercially reasonable action necessary to ensure so that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement the Merger and the other Transaction Agreementstransactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using all reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Section 8 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Buyer nor any of its Affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Transaction Agreements; provided, however, that none sale or other disposition or holding separate (through the establishment of Time Warner, Sony a trust or otherwise) of any assets or categories of assets of Buyer or any of their respective affiliates shall be required to consent (its Affiliates or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business Assets or assets of Holdco, CDnow, imposing or seeking to impose any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations limitation on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, Buyer or any of its Affiliates to conduct the Business or their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity own the Assets upon and their respective subsidiaries or affiliates. In connection with and without limiting after the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction AgreementsClosing.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth contained in this Agreement, each of the parties Parties shall use all reasonable efforts efforts, as determined by it in the exercise of its reasonable business judgment, to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including including, without limitation, (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesof any other Person, (iii) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; provided, however, that no Party shall be required to incur any significant additional expense in defending any such Proceedings, and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out fully the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesthis Agreement. In connection with and without limiting the foregoing, CDnow and each of the CDnow Board shall Parties, shall, as determined by it in the exercise of its reasonable business judgment, (ix) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is impedes or becomes applicable to prevents the Merger, any other Transaction, this Agreement or any of the other Transaction transactions contemplated by this Agreement hereby and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction transaction contemplated by this Agreement, at Parent's sole cost, take all corporate action reasonably necessary to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements hereby and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the other Transaction Agreementstransactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) On the terms and subject to the conditions set forth in this Agreement, The Merger Agreement provides that each of the parties shall use all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the other transactions contemplated by the Merger Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction the Merger Agreement or the consummation of the Transactionstransactions contemplated by the Merger Agreement, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by the Merger Agreement and to fully carry out the purposes of the Transaction AgreementsMerger Agreement; provided, however, PROVIDED that none the obligations set forth on this sentence shall not be deemed breached as a result of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on actions by the ownership or operation Company expressly permitted by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliatesprovisions described under "Takeover Proposals". In connection with and without limiting the foregoing, CDnow the Company and the CDnow Board shall of Directors of the Company have agreed to (i) take all corporate actions action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Merger Agreement or any other Transaction transaction contemplated by the Merger Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Merger Agreement, take all corporate action necessary to ensure that the Transactions Offer, the Merger and the other transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements Merger Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement the Offer, the Merger and the other Transaction Agreementstransactions contemplated by the Merger Agreement. Nothing in the Merger Agreement is deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. As promptly as practicable after the consummation of the Offer, the Company shall use all reasonable efforts to notify Parent of any actions or nonactions of, waivers, consents and approvals from, and registrations and filings with, Governmental Entities, and any consents, approvals or waivers from third parties, that would be required in connection with the consummation of the Merger in the event that Parent elects to merge the Company with and into the Purchaser instead of merging the Purchaser into the Company. The Company shall give prompt notice to Parent, and Parent or the Purchaser shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in the Merger Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under the Merger Agreement; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under the Merger Agreement.

Reasonable Efforts; Notification. (a) On Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in ARTICLE 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivv) the execution or delivery by Company officers of any filings with the Internal Revenue Service under Internal Revenue Code §9100 or with any other Governmental Entity which filings Parent reasonably determines to be necessary to maximize and secure tax attributes of Company or the Surviving Corporation, and (vi) the execution or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Notwithstanding anything in this Agreement to the Transaction Agreements; providedcontrary, however, that none of Time Warner, Sony or neither Parent nor any of their respective its subsidiaries or affiliates shall be required under any obligation to consent or otherwise agree to, or to make proposals to sell or otherwise dispose or hold separate (through the establishment of a trust or otherwise) any assets or categories of assets of Parent, any of its affiliates or Company, or hold separate the Company Common Stock (or offer to consent) to (i) any prohibition or limitation on shares of stock of the ownership or operation by Time Warner or Sony Surviving Corporation), or any of their respective subsidiaries limitation or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations regulation on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, Parent or any of their respective its subsidiaries or affiliatesaffiliates to freely conduct their business or own assets or to acquire, to acquire or hold, hold or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability shares of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Company Common Stock (or instruct shares of stock of the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, CDnow and the CDnow Board shall (i) take all corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction AgreementsSurviving Corporation).