Common use of Taking of Necessary Action Clause in Contracts

Taking of Necessary Action. 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt or Tehama advisable for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. 5.3.1 Subject (a) Sound Federal Bancorp and PFC shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 5.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, (A) obtaining the delivery consent or approval of any certificate each individual, partnership, corporation, association or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt business or Tehama advisable professional entity whose consent or approval is required or desirable for the consummation of the transactions contemplated by this Agreementhereby (including assignment of leases without any change in terms), provided that neither PFC nor any PFC Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sound Federal Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. Without limiting the foregoingNo party hereto shall take, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreementcause, or to vest the Surviving Corporation with full title best of its ability permit to all propertiesbe taken, assets, rights, approvals, immunities and franchises any action that would substantially impair the prospects of Tehama, completing the proper officers Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Sound Federal Bancorp or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in PFC from exercising its rights under this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Option Agreement. 5.3.2 The obligations (b) PFC shall prepare, subject to the review, and consent of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue Sound Federal Bancorp with respect to matters relating to Sound Federal Bancorp, a Proxy Statement to be in full force filed by PFC with the SEC and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages mailed to the other party as provided for shareholders of PFC in Section 8.5 connection with the meetings of this Agreementits shareholders and transactions contemplated hereby, neither Humboldt, Tehama or their respective directors or officers which Proxy statement shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts conform to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").all applicable legal

Taking of Necessary Action. 5.3.1 Subject (a) PSB and JADE shall each use its best efforts in good faith, and PSB and JADE shall each cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the terms and conditions preparation of the documents referred to in Section 4.03 of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use all reasonable efforts promptly to (ii) take or cause to be taken all action and promptly necessary or desirable on its part using its best efforts so as to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and permit completion of the Merger Agreement, including, without limitation, (A) obtaining the delivery consent or approval of any certificate each individual, partnership, corporation, association or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt business or Tehama advisable professional entity whose consent or approval is required or desirable for the consummation of the transactions contemplated by this Agreementhereby (including assignment of leases without any change in terms), provided that neither JADE nor PSB or its Subsidiaries shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of the other party, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. Without limiting the foregoingNo party hereto shall take, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreementcause, or to vest the Surviving Corporation with full title best of its ability permit to all propertiesbe taken, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit that would substantially impair the prospects of completing the Merger pursuant to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama ; provided that nothing herein contained shall preclude PSB or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to JADE from exercising its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind rights under this Agreement. 5.3.3 Tehama (b) JADE and PSB shall use jointly prepare the Registration Statement to be mailed to Jade shareholders in connection with the meeting of its best efforts shareholders and transactions contemplated hereby, and to cause each directorbe filed by PSB with the SEC, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) which Registration Statement shall conform in all material respects to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements")all applicable legal requirements.

Taking of Necessary Action. 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties (a) Each party hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, agrees to use all its reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, subject to the terms and conditions hereof, including (i) all actions and things necessary to cause all conditions precedent to its obligations set forth in ARTICLE 6 to be satisfied, (ii) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and the Merger Agreement, including, without limitation(collectively, the delivery "REQUIRED APPROVALS") and (iii) taking all reasonable steps as may be necessary to obtain all such Required Approvals. In furtherance and not in limitation of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt each of the Company, Parent and Tehama will use their reasonable efforts Merger Sub agrees that if required they shall to obtain the extent necessary (i) make, as promptly as practicable, (A) if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and (B) all consents of other necessary filings with other governmental entities relating to the Merger and the other transactions contemplated by this Agreement, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such governmental entities or third parties and Government Entities necessary or, in to use reasonable best efforts to cause the reasonable opinion expiration or termination of Humboldt the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or Tehama advisable for from such governmental entities as soon as practicable and (ii) not to extend any waiting period under the consummation of HSR Act into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Without limiting Each of the foregoingCompany, Humboldt Parent and Merger Sub shall, in connection with the efforts referenced in this Section 5.1 to obtain all Required Approvals, use its reasonable commercial efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) subject to applicable law, permit the other party to review in advance any proposed written communication between it and any governmental entity or any third party with respect to obtaining the Required Approvals, (iii) promptly inform each other of (and, at the other party's reasonable request, supply to such other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other governmental entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iv) consult with each other in advance to the extent practicable of any meeting or conference with the DOJ, the FTC or any other governmental entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the DOJ, the FTC or such other applicable governmental entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (b) As promptly as practicable after the date hereof, the Company shall take all actions necessary to execute prepare and file with the SEC a preliminary proxy statement by which the shareholders of the Company will be asked to approve the Merger Agreement (together with all amendments and supplements thereto, the "PROXY STATEMENT"). The Company shall use its reasonable best efforts to respond to any comments or other communication of the SEC, and to effect cause the Proxy Statement to be mailed to the shareholders of the Company at the earliest practicable time. The Company will notify the Merger Sub and Parent (together, the " ACQUIRING ENTITIES") promptly of the receipt of any comments or other communication from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information and will supply the Acquiring Entities with copies of all transactions contemplated by this Agreement written correspondence and Tehama shall take advise the Acquiring Entities of all actions necessary to effect all transactions contemplated by this Agreement oral communication between it or any of its representatives, on the one hand, and the Merger AgreementSEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement, in the case of correspondence to or communications with the SEC, sufficiently in advance of such correspondence or communication to provide the Acquiring Entities with the reasonable opportunity to review and comment on such correspondence and communication. In case at The Proxy Statement shall comply in all material respects with all applicable requirements of law. Whenever any time after event occurs which is required to be set forth in an amendment or supplement to the Effective Time any further action is necessary or desirable to carry out the purposes of this AgreementProxy Statement, the Merger Agreement, Company or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or TehamaAcquiring Entities, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company such amendment or supplement in each case as reasonably in advance of such filing to provide the Acquiring Entities with the reasonable opportunity to review and comment on such filing. Subject to the provisions of clause (c) below and Section 5.4 hereof, the Proxy Statement shall include the Company Board Recommendation. (c) The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders (the "COMPANY STOCKHOLDER MEETING") to be held as promptly as practicable for the purpose of obtaining the Company Stockholder Approval and, subject to Section 5.4, shall take all lawful action to solicit the Company Stockholder Approval. The Board of Trustees of the Company shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the Parent or Merger Sub the Company Board Recommendation or (ii) take any action or make any statement in connection with the Company Stockholders Meeting inconsistent with such necessary actionrecommendation (each of (i) and (ii) collectively, a "CHANGE IN THE COMPANY BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Trustees of the Company may make a Change in the Company Board Recommendation pursuant to Section 5.4 hereof. Notwithstanding any Change in the foregoingCompany Board Recommendation, nothing in this Agreement shall be construed submitted to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided stockholders of the Company at the Company Stockholder Meeting for or required by this Agreement. 5.3.2 The obligations the purpose of Tehama or Humboldt contained in Section 6.2.5 of considering this Agreement shall continue and the Merger and, prior to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt in accordance with Section 7.1, nothing contained herein shall be deemed to relieve the Company of such obligation. (d) Parent shall vote, or Tehama and the actual payment cause to be voted, all of the liquidated damages to Shares then owned by it, Merger Sub or any of its other Subsidiaries in favor of the other party as provided for in Section 8.5 approval and adoption of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under the Merger and this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreementat the Company Stockholder Meeting. 5.3.3 Tehama shall use its best efforts to cause each director(e) The Acquiring Entities shall, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on as promptly as practicable following the date of this Agreement, prepare and file with SEC a written agreement in the form attached hereto as Exhibit 5.3 registration statement on Form S-4 (the "Affiliate Agreements").FORM S-4

Taking of Necessary Action. 5.3.1 Subject (a) The Company, West and Investor (solely with respect to the terms Investment) shall cooperate with each other and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws use (and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by shall cause their respective counsel, Subsidiaries to use all use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and the Merger Agreementfiling as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the delivery of HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any certificate third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt injunctive relief which would prevent or Tehama advisable for materially delay or impair the consummation of the transactions contemplated Transactions entered by this Agreementany court or other Governmental Authority reversed on appeal or vacated. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the For purposes of this Section 6.01, as it relates to Investor, "reasonable best efforts" shall include Investor's agreement to (i) hold its airline assets, if any, in one or more subsidiaries separate from the company that will hold the Investor's equity interest in the Company, and (ii) nominate an Investor Director (as defined in the Stockholders Agreement) whose service would not conflict with applicable law. Except as provided in the immediately preceding sentence, the Merger AgreementInvestor shall not be required (1) to divest, or agree to vest the Surviving Corporation with full title divest, any of its businesses or assets or any interest therein, or (2) to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers take or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama agree to take any other action (or omit agree to take any action) which may affect limitation, restriction or condition that could reasonably be expected to materially impair the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue benefits to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior ProposalInvestor expected, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, to be realized from the transactions contemplated hereby. (b) Each of the Company, West and Investor shall, to the extent related to the Investment, in connection with obtaining the approvals referenced in Section 6.01(a), use its reasonable best efforts to (i) subject to applicable law, permit the other party or the other party's outside counsel to review in advance any proposed written communication between it and any Governmental Authority, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received by such party from, or given by such party to, any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) consult with each other in advance to the extent practicable of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, and (iv) furnish each other with copies of all correspondence, filings and written agreement communications between them or their Subsidiaries or Affiliates on one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby, except that (A) any materials concerning Investor's valuation of the transaction may be redacted and (B) any proprietary information of one party not previously disclosed to the other party may be disclosed only to the other party's outside counsel, at the option of the disclosing party. (c) The Company shall, in coordination with Investor (i) file with the Bankruptcy Court a bidding procedures motion, reasonably satisfactory to Investor, the expense reimbursement provisions set forth in Section 9.01 hereof and the provisions of Section 4.20 of the Merger Agreement, and (ii) diligently seek approval of the Transactions (consistent with the Bidding Procedures, as hereinafter defined), and (iii) if the Company has determined that the Merger represents a highest and best Qualified Competing Plan Proposal (as defined in the form order approving the bidding procedures), (A) file with the Bankruptcy Court, and diligently seek approval of, the Disclosure Statement (with the Plan attached hereto as Exhibit 5.3 an exhibit thereto) reasonably satisfactory to Investor and (B) seek to obtain, as expeditiously as possible, a Confirmation Order with respect to the "Affiliate Agreements")Plan that is reasonably satisfactory to the Investor.

Taking of Necessary Action. 5.3.1 Subject (a) The Company, West and Investor (solely with respect to the terms Investment) shall cooperate with each other and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws use (and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by shall cause their respective counsel, Subsidiaries to use all use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and the Merger Agreementfiling as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the delivery of HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any certificate third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt injunctive relief which would prevent or Tehama advisable for materially delay or impair the consummation of the transactions contemplated Transactions entered by this Agreementany court or other Governmental Authority reversed on appeal or vacated. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the For purposes of this Section 6.01, as it relates to Investor, "reasonable best efforts" shall include Investor's agreement to (i) hold its airline assets, if any, in one or more subsidiaries separate from the company that will hold the Investor's equity interest in the Company, and (ii) nominate an Investor Director (as defined in the Stockholders Agreement) whose service would not conflict with applicable law. Except as provided in the immediately preceding sentence, the Merger AgreementInvestor shall not be required (1) to divest, or agree to vest the Surviving Corporation with full title divest, any of its businesses or assets or any interest therein, or (2) to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers take or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama agree to take any other action (or omit agree to take any action) which may affect limitation, restriction or condition that could reasonably be expected to materially impair the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue benefits to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior ProposalInvestor expected, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, to be realized from the transactions contemplated hereby. (b) Each of the Company, West and Investor shall, to the extent related to the Investment, in connection with obtaining the approvals referenced in Section 6.01(a), use its reasonable best efforts to (i) subject to applicable law, permit the other party or the other party's outside counsel to review in advance any proposed written communication between it and any Governmental Authority, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received by such party from, or given by such party to, any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) consult with each other in advance to the extent practicable of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, and (iv) furnish each other with copies of all correspondence, filings and written agreement communications between them or their Subsidiaries or Affiliates on one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby, except that (A) any materials concerning Investor's valuation of the transaction may be redacted and (B) any proprietary information of one party not previously disclosed to the other party may be disclosed only to the other party's outside counsel, at the option of the disclosing party. (c) The Company shall, in coordination with Investor (i) file with the Bankruptcy Court a bidding procedures motion, reasonably satisfactory to Investor, seeking approval of the break-up fee set forth in Section 8.02(b) hereof, the expense reimbursement provisions set forth in Section 9.01 hereof and the provisions of Section 4.20 of the Merger Agreement, and (ii) diligently seek approval of the Transactions (consistent with the Bidding Procedures, as hereinafter defined), and (iii) if the Company has determined that the Merger represents a highest and best Qualified Competing Plan Proposal (as defined in the form order approving the bidding procedures), (A) file with the Bankruptcy Court, and diligently seek approval of, the Disclosure Statement (with the Plan attached hereto as Exhibit 5.3 an exhibit thereto) reasonably satisfactory to Investor and (B) seek to obtain, as expeditiously as possible, a Confirmation Order with respect to the "Affiliate Agreements")Plan that is reasonably satisfactory to the Investors.

Taking of Necessary Action. 5.3.1 Subject (a) The Company, West and Investor (solely with respect to the terms Investment) shall cooperate with each other and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws use (and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by shall cause their respective counsel, Subsidiaries to use all use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and the Merger Agreementfiling as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the delivery of HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any certificate third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt injunctive relief which would prevent or Tehama advisable for materially delay or impair the consummation of the transactions contemplated Transactions entered by this Agreementany court or other Governmental Authority reversed on appeal or vacated. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the For purposes of this Section 6.01, as it relates to Investor, "reasonable best efforts" shall include Investor's agreement to (i) hold the Investor's equity interest in the Company in one or more subsidiaries separate from the company that holds its airline assets, if any, and (ii) nominate an Investor Director (as defined in the Stockholders Agreement) whose service would not conflict with applicable law. Except as provided in the immediately preceding sentence, the Merger AgreementInvestor shall not be required (1) to divest, or agree to vest the Surviving Corporation with full title divest, any of its businesses or assets or any interest therein, or (2) to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers take or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama agree to take any other action (or omit agree to take any action) which may affect limitation, restriction or condition that could reasonably be expected to materially impair the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue benefits to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior ProposalInvestor expected, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, to be realized from the transactions contemplated hereby. (b) Without limiting the foregoing, the parties hereto agree to work in good faith to negotiate and document definitive Commercial Agreements having the terms set forth on Exhibits B-1 through B-4 hereto, and with such additional terms as may be necessary to give effect thereto, as promptly as practicable and, if possible, within the timeframe specified in any such Exhibits. All parties agree that claims by Investor and its Affiliates, on the one hand, and claims by East, West and/or their respective Affiliates, on the other hand, may be offset and netted against one another as if Investor and its Affiliates were one entity and East, West and their respective Affiliates were one entity, and the definitive Commercial Agreement shall so provide. (c) Each of the Company, West and Investor shall, in connection with obtaining the approvals referenced in Section 6.01(a), unless unrelated to the Investor, the Investment or the Commercial Agreements, use its reasonable best efforts to (i) subject to applicable law, permit the other party or the other party's outside counsel to review in advance any proposed written communication between it and any Governmental Authority, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received by such party from, or given by such party to, any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) consult with each other in advance to the extent practicable of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, and (iv) furnish each other with copies of all correspondence, filings and written agreement communications between them or their Subsidiaries or Affiliates on one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby, except that (A) any materials concerning Investor's valuation of the transaction may be redacted and (B) any proprietary information of one party not previously disclosed to the other party may be disclosed only to the other party's outside counsel, at the option of the disclosing party. (d) The Company shall, in coordination with Investor (i) file with the Bankruptcy Court a bidding procedures motion, reasonably satisfactory to Investor, seeking approval of the break-up fee set forth in Section 8.02(b) hereof and the expense reimbursement provisions set forth in Section 9.01 hereof, (ii) diligently seek approval of the Transactions (consistent with the Bidding Procedures, as hereinafter defined), and (ii) if the Company has determined that the Merger represents a highest and best Qualified Competing Plan Proposal (as defined in the form order approving the bidding procedures), (A) file with the Bankruptcy Court, and diligently seek approval of, the Disclosure Statement (with the Plan attached hereto as Exhibit 5.3 an exhibit thereto) reasonably satisfactory to Investor and (B) seek to obtain, as expeditiously as possible, a Confirmation Order with respect to the "Affiliate Agreements")Plan that is reasonably satisfactory to the Investors.

Taking of Necessary Action. 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's Seller’s or Humboldt's Boards Company’s Board of Directors, as advised in writing by their its respective counsel, to use all reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt Company and Tehama Seller will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt Company or Tehama Seller advisable for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of TehamaSeller, the proper officers or directors of Humboldt Company, Bank or TehamaSeller, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt Seller contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of under Section 6.2.5 or Seller’s receipt of a Tehama Seller Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof under Section 6.2.5 by the defaulting party Seller shall entitle either Tehama or Humboldt Company to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's ’s Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama Seller shall use its best efforts to cause each director, executive officer and other Person person who is an "“Affiliate" ” of Tehama Seller (for purposes of Rule 145 under the Securities Act) to deliver to HumboldtCompany, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements"“Affiliate’s Agreement”).

Taking of Necessary Action. 5.3.1 Subject (a) The Company, West and each Investor (solely with respect to the terms Investment) shall cooperate with each other and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws use (and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by shall cause their respective counsel, Subsidiaries to use all use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and the Merger Agreementfiling as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the delivery of HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any certificate third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and each Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) each Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt injunctive relief which would prevent or Tehama advisable for materially delay or impair the consummation of the transactions contemplated Transactions entered by this Agreementany court or other Governmental Authority reversed on appeal or vacated. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the For purposes of this AgreementSection 6.01, as it relates to each Investor, "reasonable best efforts" shall include each Investor's agreement to hold its airline assets, if any, in one or more subsidiaries separate from the Merger Agreementcompany that will hold such Investor's equity interest in the Company. Except as provided in the immediately preceding sentence, each Investor shall not be required (1) to divest, or agree to vest the Surviving Corporation with full title divest, any of its businesses or assets or any interest therein, or (2) to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers take or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama agree to take any other action (or omit agree to take any action) which may affect limitation, restriction or condition that could reasonably be expected to materially impair the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue benefits to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposalsuch Investor expected, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in to be realized from the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements")transactions contemplated hereby.

Taking of Necessary Action. 5.3.1 Subject (a) The Company, West and each Investor (solely with respect to the terms Investment) shall cooperate with each other and conditions of this Agreement, each of the parties hereto agrees, subject to applicable laws use (and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by shall cause their respective counsel, Subsidiaries to use all use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and the Merger Agreementfiling as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the delivery of HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any certificate third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and each Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) each Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt and Tehama will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Humboldt injunctive relief which would prevent or Tehama advisable for materially delay or impair the consummation of the transactions contemplated Transactions entered by this Agreementany court or other Governmental Authority reversed on appeal or vacated. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the For purposes of this AgreementSection 6.01, as it relates to each Investor, "reasonable best efforts" shall include each Investor's agreement to hold its airline assets, if any, in one or more subsidiaries separate from the Merger Agreementcompany that will hold such Investor's equity interest in the Company. Except as provided in the immediately preceding sentence, each Investor shall not be required (1) to divest, or agree to vest the Surviving Corporation with full title divest, any of its businesses or assets or any interest therein, or (2) to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers take or directors of Humboldt or Tehama, as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama agree to take any other action (or omit agree to take any action) which may affect limitation, restriction or condition that could reasonably be expected to materially impair the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue benefits to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposalsuch Investor expected, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, to be realized from the transactions contemplated hereby. (b) Each of the Company, West and each Investor shall, to the extent related to the Investment, in connection with obtaining the approvals referenced in Section 6.01(a), use its reasonable best efforts to (i) subject to applicable law, permit the other party or the other party's outside counsel to review in advance any proposed written communication between it and any Governmental Authority, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received by such party from, or given by such party to, any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) consult with each other in advance to the extent practicable of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, and (iv) furnish each other with copies of all correspondence, filings and written agreement communications between them or their Subsidiaries or Affiliates on one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby, except that (A) any materials concerning each Investor's valuation of the transaction may be redacted and (B) any proprietary information of one party not previously disclosed to the other party may be disclosed only to the other party's outside counsel, at the option of the disclosing party. (c) The Company shall, in coordination with each Investor (i) file with the Bankruptcy Court a bidding procedures motion, reasonably satisfactory to such Investor, seeking approval of the expense reimbursement provisions set forth in Section 9.01 hereof and the provisions of Section 4.20 of the Merger Agreement, and (ii) diligently seek approval of the Transactions (consistent with the Bidding Procedures, as hereinafter defined), and (iii) if the Company has determined that the Merger represents a highest and best Qualified Competing Plan Proposal (as defined in the form order approving the bidding procedures), (A) file with the Bankruptcy Court, and diligently seek approval of, the Disclosure Statement (with the Plan attached hereto as Exhibit 5.3 an exhibit thereto) reasonably satisfactory to such Investor and (B) seek to obtain, as expeditiously as possible, a Confirmation Order with respect to the "Affiliate Agreements")Plan that is reasonably satisfactory to such Investor.

Taking of Necessary Action. 5.3.1 Subject to the terms and conditions of this Agreement, each (a) Each of the parties Parties hereto agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to shall use all its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under this Agreement and applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoingThe Company shall, Humboldt subject to obtaining any required consents and Tehama will approvals, use their its commercially reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in consummate the reasonable opinion of Humboldt or Tehama advisable for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, Humboldt shall take all actions necessary to execute and file the Merger Agreement and to effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, Public Equity Offerings as the case may be, shall take all such necessary action. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the Conversion Rate, except promptly as may be specifically provided for or required by this Agreement. 5.3.2 The obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on reasonably practicable following the date of this Agreement. (b) Without limiting the generality of this Section 5.1, a written agreement if so required, the Company and the applicable Investor shall, and shall cause their respective Subsidiaries and Affiliates to, within two Business Days after the date hereof, make any filing with the FTC and the DOJ required under the HSR Act with respect to such Investor’s Investment. The Company and the applicable Investor shall, and shall cause their respective Subsidiaries and Affiliates to, furnish to each other such information and assistance as such other Party may reasonably request in connection with its preparation of any such filing or notice that is necessary under the HSR Act or other antitrust Laws or that is otherwise requested by the FTC, DOJ or other Governmental Authority in the form attached hereto as Exhibit 5.3 course of any review of such Investor’s Investment. (c) Notwithstanding anything to the "Affiliate Agreements")contrary in this Agreement, the Company shall not be required to (i) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, prohibition or limitation on the ownership or operation by it or any of its Affiliates of, or other arrangement regarding, any portion of the business, properties or assets of the Company or any of its Affiliates or (ii) initiate or participate in any Proceedings, whether judicial or administrative, in order to oppose or defend against any action by any Governmental Authority to prevent or enjoin the consummation of the applicable Investment, or take any action to overturn any regulatory action by any Governmental Authority to prohibit consummation of the applicable Investment, including defending any Proceeding brought by any Governmental Authority seeking the entry or affirmation of any injunction, order or decree that would cause any condition set forth in Section 2.3, 2.4 or 2.5 not to be satisfied.

Taking of Necessary Action. 5.3.1 Subject to the termination of this -------------------------- Agreement and the terms and conditions of this Agreement, each of the parties hereto Parties agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsellaws, to use all reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate the Closing and to make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Humboldt Buyer, Xxxxx Subsidiary, DSI and Tehama will Xxxx shall use their reasonable respective best efforts to maintain and make any filings with and obtain all consents of any consents, approvals, and/or assurances from third parties and Government Entities appropriate governmental agencies and authorities necessary or, in the reasonable opinion of Humboldt Buyer or Tehama Xxxx, advisable for the consummation of the transactions contemplated by this Agreement. Without limiting Specifically, if any filings are required to comply with the foregoingXxxx- Xxxxx-Xxxxxx Act in connection with the transactions contemplated hereby, Humboldt each party shall take all actions necessary as soon as possible, but in no event later than 15 days after the need for such filings is established by counsel to execute Buyer and Xxxxx Subsidiary or Xxxx, prepare and file with the Merger Agreement United States Department of Justice all documents as are required to comply with the Xxxx-Xxxxx-Xxxxxx Act and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings. Each party shall cooperate with the other in good faith to effect all transactions contemplated by help the others satisfy its obligations in this Agreement and Tehama shall take all actions necessary to effect all transactions contemplated by this Agreement and the Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Merger Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall take all such necessary actionSection 5.5. Notwithstanding the foregoing, nothing in this Agreement none of the Parties shall be construed to require Tehama required to take any the action (or omit to take any action) which may affect under this Section 5.5 if the Conversion Rate, except as may be specifically provided for or required by this Agreement. 5.3.2 The obligations cost of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall continue to such action would be in full force and effect despite any Default thereof by reason excess of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt $10,000 to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of Party other than the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of costs associated with a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and Humboldt or Tehama shall have no further obligations of any kind under this Agreement. 5.3.3 Tehama shall use its best efforts to cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").Xxxx-Xxxxx-Xxxxxx filing..