Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. Subject to the terms and conditions provided in this Agreement, each of the Company, Merger Sub and Parent shall (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act and other regulatory filings with any relevant Governmental Entity and comply with all reasonable requests for information from any Governmental Entity with respect to the Merger and the transactions contemplated by this Agreement; and (b) use their respective reasonable best efforts promptly to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate under this Agreement and applicable laws and regulations to obtain as promptly as practicable all consents, approvals, orders, authorizations, registrations and permits required to be obtained by it from any Governmental Entity or third party in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof; provided, however, that neither Parent nor the Company will be required to agree to, or proffer to, (i) divest or hold separate any of Parent's, the Company's or any of their respective affiliates' businesses or assets, (ii) cease to conduct business or operations in any jurisdiction in which Parent, the Company or any of their respective subsidiaries conducts business or operations as of the date of this Agreement, or (iii) otherwise limit (after the Effective Time) Parent's freedom of action with respect to, or its ability to retain, the Company and its subsidiaries or any portion thereof or any of Parent's or its affiliates' assets or businesses.

Filings; Other Action. (a) Subject to the terms and conditions provided in this Agreementherein provided, each of the Company, Merger Sub Company and Parent shall Purchaser shall: (ai) promptly make their respective filings and thereafter make any other required submissions under the HSR Act and the filings and submissions required to be made in order to obtain the other regulatory filings with any relevant Governmental Entity and comply with all reasonable requests for information from any Governmental Entity Regulatory Approvals with respect to the Merger Offer and the transactions contemplated by this AgreementMerger; and (bii) use their respective all commercially reasonable best efforts to promptly to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper necessary or appropriate advisable under this Agreement and applicable laws and regulations to obtain as promptly as practicable all consents, approvals, orders, authorizations, registrations consummate and permits required to be obtained by it from any Governmental Entity or third party in connection with the execution and delivery of this Agreement and the consummation of the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable, including, but not limited to, cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act, all other documentation to effect all other necessary applications, notices, petitions, filings and other documents and any amendments to any of the foregoing as soon as practicable. Each party hereto shall use all commercially reasonable best efforts to obtain as soon as practicable after all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to Contracts with the date hereofCompany and its subsidiaries as are necessary or advisable for the consummation of the other transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; provided, however, that neither Parent nor the Company will be required to agree to, or proffer to, (i) divest or hold separate any of Parent's, the Company's or any of their respective affiliates' businesses or assets, (ii) cease to conduct business or operations in any jurisdiction in which Parent, the Company or any of their respective subsidiaries conducts business or operations as of the date of this Agreement, or (iii) otherwise limit (after the Effective Time) Parent's freedom of action with respect to, or its ability to retain, the Company and its subsidiaries or any portion thereof or any of Parent's or its affiliates' assets or businesses.nothing

Filings; Other Action. Subject to the terms and conditions provided in this Agreement, each of the Company, Merger Sub UNUM and Parent Provident shall (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act and other regulatory filings with any relevant Governmental Entity and comply with all reasonable requests for information from any Governmental Entity with respect to the Merger and the transactions contemplated by this Agreement, the Option Agreements and, in the case of UNUM, the Stockholders Agreement; and (b) use their respective reasonable best efforts to promptly to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate under this Agreement and applicable laws and regulations to obtain as promptly as practicable all consents, approvals, orders, authorizations, registrations and permits required to be obtained by it from any Governmental Entity or third party in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, the Option Agreements and, in the case of UNUM, the Stockholders Agreement as soon as practicable after the date hereof; provided, however, that neither Parent Provident nor the Company UNUM will be required to agree to, or proffer to, (i) divest or hold separate any of ParentProvident's, the CompanyUNUM's or any of their respective affiliates' businesses or assets, assets or (ii) cease to conduct business or operations in any jurisdiction in which ParentProvident, the Company UNUM or any of their respective subsidiaries conducts business or operations as of the date of this Agreement, or (iii) otherwise limit (after the Effective Time) Parent's freedom of action with respect to, or its ability to retain, the Company and its subsidiaries or any portion thereof or any of Parent's or its affiliates' assets or businesses.

Filings; Other Action. Subject to the terms and conditions provided in this Agreementherein --------------------- provided, each of the Company, Merger Sub Company and Parent shall Purchaser shall: (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act and other regulatory filings with any relevant Governmental Entity and comply with all reasonable requests for information from any Governmental Entity with respect to the Merger Offer and the transactions contemplated by this Agreement, the License Agreement, the Governance Agreement and the Shareholder Agreements; and (b) use their respective all reasonable best efforts to promptly to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate under this Agreement and applicable laws and regulations to obtain as promptly as practicable all consents, approvals, orders, authorizations, registrations consummate and permits required to be obtained by it from any Governmental Entity or third party in connection with make effective the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, the License Agreement, the Governance Agreement and the Shareholder Agreements as soon as practicable after the date hereofpracticable; provided, however, that neither Parent nor the Company will nothing in this Section 3.3 shall require, -------- ------- or be required construed to require, Purchaser to proffer to, or agree to, or proffer to, (i) divest sell or hold separate and agree to sell, before or after the purchase of Shares pursuant to the Offer, any of Parent's, the Company's or any of their respective affiliates' businesses or assets, (ii) cease to conduct business businesses, or operations interest in any jurisdiction in which Parentassets or businesses of Purchaser, the Company or any of their respective subsidiaries conducts business affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) or to agree to any material changes or restriction in the operations of any such assets or businesses. Subject to applicable laws relating to the exchange of information, Purchaser and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or the Company, as the case may be, and any of their respective subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the date of Offer and the other transactions contemplated by this Agreement, or (iii) otherwise limit (after the Effective Time) Parent's freedom License Agreement, the Governance Agreement and the Shareholder Agreements. In exercising the foregoing right, each of action with respect to, or its ability to retain, the Company and its subsidiaries or any portion thereof or any of Parent's or its affiliates' assets or businessesPurchaser shall act reasonably and as promptly as practicable.

Filings; Other Action. Subject to the terms and conditions provided in this Agreement, each of the Company, Merger Sub The Company and Parent shall each (a) promptly make their respective the required filings and thereafter make any other required submissions under the HSR Act and any other regulatory filings with any relevant Governmental Entity and comply in connection with all reasonable requests for information from any Governmental Entity with respect to the Merger and the transactions contemplated by this Agreement; and Company's Licenses, (b) use their respective reasonable best efforts promptly to cooperate with one another in (i) determining whether any other filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, (ii) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, including obtaining the agreement of the holders of the OPIC Note to extend the period during which no default or event of default shall have occurred under such note until a date no earlier than 30 days after the Closing, and (iii) negotiating and executing employment agreements with certain key employees currently employed by the Company's subsidiaries as reasonably requested by Parent, (c) perform its covenants set forth herein and otherwise use reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate under this Agreement advisable to consummate and applicable laws and regulations to obtain make effective the transactions contemplated hereby as promptly as practicable all consentspracticable, approvals, orders, authorizations, registrations and permits required to be obtained by it from (d) not take any Governmental Entity or third party in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof; provided, however, that neither Parent nor the Company will be required to agree to, or proffer to, (i) divest or hold separate any of Parent's, the Company's or any of their respective affiliates' businesses or assets, (ii) cease to conduct business or operations in any jurisdiction in action which Parent, the Company or any of their respective subsidiaries conducts business or operations as of the date of this Agreement, or (iii) otherwise limit (after the Effective Time) Parent's freedom of action with respect to, or would adversely affect its ability to retain, consummate the Company and its subsidiaries or any portion thereof or any of Parent's or its affiliates' assets or businessestransactions contemplated hereby.