Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. (a) Company, Parent and Purchaser shall each use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article I, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding additions, deletions or changes suggested by the non-filing party in connection therewith.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent Seller and Purchaser Buyer shall each use its their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Seller or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated shall require Company iv) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent Seller and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, the Company and Parent and Purchaser shall each use its their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated shall require iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, and Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. The Company and Parent shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.06(b), COR and Purchaser Millennium shall each use its their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, including to (iii) obtain from any Governmental Entity or any other third party any material consents, licenses, permitspermits (including any re-issuances thereof), waivers, approvals, authorizations, or orders required to be obtained or made by Company COR or Parent Millennium or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and including the Merger, and (iiiii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated shall require Company iii) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent COR and Purchaser Millennium shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. COR and Millennium shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. For avoidance of doubt, Millennium and COR agree that if and to the extent the requirements of Section 6.06(a) and Section 6.06(b) are not consistent with each other, the requirements of Section 6.06(b) shall control.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.7(b), SkillSoft and Purchaser SmartForce shall each use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company SkillSoft or Parent SmartForce or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, (C) the Irish Mergers Act, (D) the Irish Takeover Act, and (CE) any other applicable law and (provided that nothing herein stated shall require Company iv) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent SkillSoft and Purchaser SmartForce shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding accepting all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. SkillSoft and SmartForce shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, SmartForce and SkillSoft agree that nothing contained in this Section 6.7(a) shall modify or affect their respective rights and responsibilities under Section 6.7(b).

Legal Conditions to Merger. (a) CompanyEach of Parent and, Parent and Purchaser shall each subject to Section 6.2, the Company will use its reasonable best efforts to comply promptly with all legal requirements which may be imposed with respect to the Merger (i) take, which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or filings with any other third party Governmental Entity) and will promptly cooperate with and furnish information to the other in connection with any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company or Parent such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of Parent and the Company will, and will cause its Subsidiaries to, take all reasonable actions necessary to obtain (and will cooperate with the other in obtaining) any clearance, consent, authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includingorder or approval of, without limitationor any exemption by, any Governmental Entity required to be obtained or made by Parent, the completion Company or any of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article I, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall cooperate with each other their Subsidiaries in connection with the making Merger or the taking of all any action contemplated thereby or by this Agreement. In connection with the actions and procedures referenced in this Section 6.5, the Company shall (i) promptly and fully inform Parent of any written or oral communication received from or given to any Governmental Entity, (ii) permit Parent to review in advance any submission to any Governmental Entity, (iii) consult with Parent in advance of any meeting, conference or discussion with any Governmental Entity, and (iv) if permitted to do so by the relevant Governmental Entity, give Parent the opportunity to attend and participate in such filingsmeetings, including providing copies conferences and discussions. Any materials, consultations or meetings and the information contained or discussed therein provided to or discussed with any Governmental Entity by the Company shall be given only to or shall be available to participation only by the outside legal counsel of all Parent and will not be disclosed by such documents outside counsel to the non-filing party legal department employees, officers, or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. Notwithstanding the foregoing, neither Parent, the Company nor any of their respective affiliates shall be required to (i) sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parent, the Company or their respective affiliates or make any other change in any portion of the businesses of the Company or Parent or incur any other limitation on the conduct of the businesses of the Company or Parent to obtain such clearances, consents, authorizations, orders, approvals and exemptions or agree to do, or submit to orders providing for, any of the foregoing, in each case whether before or after the Effective Time, or (ii) if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its advisors prior staff to filing andseek, if requesteda preliminary injunction or restraining order to enjoin consummation of the Merger, consult with the non-filing party regarding additions, deletions take or changes suggested by the non-filing party in connection therewithagree to take any action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), Merger Partner and Purchaser Public Company shall each use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger Partner or Public Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of . Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all such documents information required for any application or other filing to be made pursuant to the non-filing party rules and its advisors prior regulations of any applicable law (including all information required to filing and, if requested, consult be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the non-filing party regarding additions, deletions or changes suggested transactions contemplated by the non-filing party in connection therewith.this Agreement. 77

Legal Conditions to Merger. (a) Company, Company and Parent and Purchaser shall each use its all requisite commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and including the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require law. Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, and Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents filings to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding shall accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade law. Subject to the requirements of applicable law, Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, provided that Parent shall afford -------- Company a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither ------------ Parent nor Company nor any of their respective Subsidiaries shall be required to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), any assets or categories of assets, or businesses of Parent, Company or any of their affiliates, or to withdraw from doing business in a particular jurisdiction or to take any other action that would, in any case, reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect.

Legal Conditions to Merger. (a) Company, The Company and Parent and Purchaser shall each use its reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated law; without limiting the foregoing, the parties shall require Company undertake all reasonable efforts to take or cause to be taken any action, or to do or cause to be done any things, which filed all requisite filings under the HSR Act within 10 business days of the date of this Agreement. The Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, and Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. The Company and Parent shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Company, Parent ValueVision and Purchaser National Media shall each use its all reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company ValueVision or Parent National Media or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the MergerMergers, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, (C) the Communications Act (including the filing of one or more requisite applications with the FCC requesting its written consent to the transactions contemplated hereby (the "FCC Consent Application"), and (CD) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent ValueVision and Purchaser National Media shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith.

Legal Conditions to Merger. (a) Company, Parent Earlychildhood and Purchaser SmarterKids shall each use its all reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Earlychildhood or Parent or any SmarterKids (and in the case of their Subsidiaries Earlychildhood, its Subsidiaries) in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer Contribution and the SmarterKids Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Contribution and the SmarterKids Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunderAct, if applicable, and (C) any other applicable law law, and (provided that nothing herein stated shall require Company iv) refrain from taking any actions (other than as expressly permitted under Sections 5.3 or 5.4) which would reasonably be likely to take delay, hinder or cause to be taken any action, or to do or cause to be done any things, which interfere with the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)transactions contemplated hereby. Company, Parent Earlychildhood and Purchaser SmarterKids shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent Merger Partner and Purchaser Public Company shall each use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger Partner or Public Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws or Canadian securities laws, (B) the HSR Act and any related governmental request thereunder, and (CB) any other applicable law and (provided that nothing herein stated iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of . Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all such documents information required for any application or other filing to be made pursuant to the non-filing party rules and its advisors prior regulations of any applicable Law (including all information required to filing and, if requested, consult be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the non-filing party regarding additions, deletions or changes suggested transactions contemplated by the non-filing party in connection therewiththis Agreement.

Legal Conditions to Merger. (a) Company, Company and Parent and Purchaser shall each use its all requisite commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and including the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require law. Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, and Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents filings to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding shall accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanyEFTC, Parent TBF II and Purchaser K*TEC shall each use its all reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company EFTC or Parent TBF II or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the MergerMergers, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any actionlaw. EFTC, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent TBF II and Purchaser K*TEC shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. EFTC and TBF II shall use their reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), and Purchaser applicable law, Larscom and VINA shall each use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Larscom or Parent VINA or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act Act, if applicable, and any related governmental request thereunder, and (C) any other applicable law law, and (provided that nothing herein stated shall require Company iv) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent Larscom and Purchaser VINA shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding accepting all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Larscom and VINA shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, VINA and Larscom agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) Company, Parent TSI and Purchaser Eclipsys shall each use its reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by Company TSI or Parent Eclipsys or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent TSI and Purchaser Eclipsys shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. TSI and Eclipsys shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, TSI shall use its best efforts to cause HealthVISION to prepare and deliver for inclusion in the Joint Proxy Statement and the Registration Statement any financial statements of HealthVISION and its subsidiaries required by the rules of the SEC to be included therein.

Legal Conditions to Merger. (a) Company, Parent Silknet and Purchaser Kana shall each use its all requisite commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Silknet or Parent Kana or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and including the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Silknet and Purchaser Kana shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Silknet and Kana shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to Sections 7.2 and 7.3, Parent and Purchaser the Company shall each use its reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by Parent or the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, laws and (B) the HSR Act any applicable law. Parent and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Parent and the Company shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), Merger Partner and Purchaser Public Company shall each use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger Partner or Public Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of . Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all such documents information required for any application or other filing to be made pursuant to the non-filing party rules and its advisors prior regulations of any applicable law (including all information required to filing and, if requested, consult be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the non-filing party regarding additions, deletions or changes suggested transactions contemplated by the non-filing party in connection therewiththis Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent Company and Purchaser Buyer shall each use its all their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law, (provided that nothing herein stated shall require iv) refinance the Indebtedness described in paragraphs (i) to (vi) of Section 2.3(a) and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, consult with the non-filing party regarding consider in good faith all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Company and Buyer shall use all their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. Buyer has received the letter set out in Schedule 6.4 of Buyer's -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Disclosure Schedule with respect to the refinancing described in (iv) above (the "Refinancing Letter"). Buyer agrees to use all reasonable efforts to obtain as promptly as practicable the refinancing described in (iv) above on terms not materially less favorable than those set out in the Refinancing Letter.

Legal Conditions to Merger. (a) Company, Parent Each of Company and Purchaser Partner shall each use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company or Parent it or any of their its Subsidiaries in connection with the authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) subject to Section 6.06(b), the HSR Act and any related governmental request thereunder, thereunder and (C) any other applicable law (provided that nothing herein stated shall require law. Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser Partner shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Company and Partner shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent Company and Purchaser Buyer shall each use its all their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 40 obtained or made by Company or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law, (provided that nothing herein stated shall require iv) refinance the Indebtedness described in paragraphs (i) to (vi) of Section 2.3(a) and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, consult with the non-filing party regarding consider in good faith all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Company and Buyer shall use all their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. Buyer has received the letter set out in Schedule 6.4 of Buyer's Disclosure Schedule with respect to the refinancing described in (iv) above (the "Refinancing Letter"). Buyer agrees to use all reasonable efforts to obtain the refinancing described in (iv) above on terms not materially less favorable than those set out in the Refinancing Letter.

Legal Conditions to Merger. (a) Company, Parent Seller and Purchaser Buyer shall each use its their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Seller or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Seller and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Seller and Buyer shall use their respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Company, Parent Newpark and Purchaser Tuboscope shall each use its reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Newpark or Parent Tuboscope or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Newpark and Purchaser Tuboscope shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Newpark and Tuboscope shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), Merger Partner and Purchaser Public Company shall each use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger Partner or Public Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), and any related governmental request thereunder, thereunder and (C) any other applicable law and (provided that nothing herein stated shall require iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding accepting all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Merger Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) CompanyUpon the terms and subject to the conditions set forth in this Agreement, Parent and Purchaser subject to Section 7.1 and 9.1(g), Discount, Holding, ASCI and New Holding shall each use its their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby as promptly as practicablehereby, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Discount or Parent Holding or New Holding or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary material filings, and thereafter make any other required material submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any actionlaw. Discount, or to do or cause to be done any thingsHolding, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent New Holding and Purchaser ASCI shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-non- filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Discount, Holding, New Holding and ASCI shall use reasonable commercial efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement/Prospectus) in connection with the transactions contemplated by this Agreement. If Discount is requested to do so in writing by Holding, Discount will use commercially reasonable efforts to obtain those Holding Designated Consents identified in such request; provided, however, that in no event shall Discount be required to pay any money or provide any guarantee to obtain such Holding Designated Consent; provided, further, that the failure to obtain any Holding Designated Consent shall not in any way prevent or delay the parties from closing the transactions contemplated by this Agreement. In connection therewith, and in connection with its negotiations for such Holding Designated Consents, Discount may not offer or consent to any modification or amendment of any lease or other contract without Holding's prior written consent which consent may be withheld in Holding's sole discretion. At Holding's election, Holding may participate in and jointly control the process of obtaining any such Holding Designated Consents. Discount agrees to transmit the form of requested consent to the appropriate parties for approval promptly after the execution of this Agreement. Holding shall have the right to approve the form of consent and the transmittal letter used to transmit such consents to each such party. Discount shall keep Holding advised of its progress in obtaining such Holding Designated Consents and shall obtain Holding's written consent which consent may be withheld in Holding's sole discretion prior to offering or consenting to any substantive change or modification of the form of the consent approved by Holding. The "Holding Designated Consents" are set forth on Schedule D to this Agreement and such Schedule D may be updated from time to time to add any material consents, material licenses, material permits, material waivers, material approvals or material authorizations that are discovered by Holding after the date of this Agreement. Discount shall take all necessary action so that the Senior Term Notes issued under the Note Purchase Agreement dated as of July 17, 1997 and the Senior Secured Notes issued under the Note Agreement dated as of October 30, 1989 may be repaid in full and retired on the Closing Date. If requested by Holding, Discount shall further take all necessary action so that, effective on the Closing Date, the Master Lease Agreement dated as of May 30, 2000 between Atlantic Financial Group, Ltd. and Discount Auto Parts Distribution Center, Inc. and all other documents related to said transaction are terminated (except for obligations that expressly survive termination under the terms of such documents, as such documents exist as of the date hereof) and the real property subject thereto is reacquired by Discount in accordance with their terms free and clear of all monetary liens (other than any lien for nondelinquent taxes) and take all other action associated therewith without any liability other than provided for in such Master Lease Agreement and the other related documents.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), Merger Partner and Purchaser Public Company shall each use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger Partner or Public Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of . Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all such documents information required for any application or other filing to be made pursuant to the non-filing party rules and its advisors prior to filing and, if requested, consult regulations of any applicable law in connection with the non-filing party regarding additions, deletions or changes suggested transactions contemplated by the non-filing party in connection therewiththis Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent Seller and Purchaser Buyer shall each use its their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Seller or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated shall require Company iv) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent Seller and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding additions, deletions or changes suggested by the non-filing party in connection therewith.,

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent Seller and Purchaser Buyer shall each use its their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Seller or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated shall require Company iv) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent Seller and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, consult with the non-filing party regarding consider in good faith all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent Seller and Purchaser Buyer shall each use its their respective commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Seller or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated shall require Company iv) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent Seller and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith.. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Subject to the terms hereof, Buyer and Seller agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Buyer shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford Seller a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither Buyer nor any of its Subsidiaries shall be required to (i) divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation, that could reasonably be expected to have a material adverse effect on Buyer or of Buyer combined with Seller after the Effective Time, or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States A-23

Legal Conditions to Merger. (a) Company, Parent Seller and Purchaser Buyer shall each use its reasonable their respective best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Seller or Parent or any of their Subsidiaries Buyer in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, laws and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Seller and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to discuss and, if appropriate, accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Seller and Buyer shall use their respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Company, Parent Tuboscope and Purchaser Varco shall each use its reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Tuboscope or Parent Varco or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Stock Option Agreements and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Tuboscope and Purchaser Varco shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Tuboscope and Varco shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), Merger Partner and Purchaser Public Company shall each use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger Partner or Public Company or Parent or any of their Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunderits implementing regulations, and (C) any other applicable law and (provided that nothing herein stated iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of . Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all such documents information required for any application or other filing to be made pursuant to the non-filing party rules and its advisors prior regulations of any applicable Law (including all information required to filing and, if requested, consult be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the non-filing party regarding additionstransactions contemplated by this Agreement. For the avoidance of doubt, deletions Public Company and Xxxxxx Partner agree that nothing contained in this Section 6.6(a) shall modify or changes suggested by the non-filing party in connection therewithaffect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), Merger Partner and Purchaser Public Company shall each use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger Partner or Public Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), and any related governmental request thereunder, thereunder and (C) any other applicable law and (provided that nothing herein stated shall require iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding accepting all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Merger Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) Company, Parent TSI and Purchaser Eclipsys shall each use its reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by Company TSI or Parent Eclipsys or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent TSI and Purchaser Eclipsys shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith.. TSI and Eclipsys shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the A-25 00 Xxxxxxxxxxxx Xxxxxxxxx) xx connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, TSI shall use its best efforts to cause HealthVISION to prepare and deliver for inclusion in the Joint Proxy Statement and the Registration Statement any financial statements of HealthVISION and its subsidiaries required by the rules of the SEC to be included therein. (b) Eclipsys and TSI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances or approvals required for the Closing under the HSR Act, the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. In the event of a challenge to the transactions contemplated by this Agreement pursuant to the HSR Act, TSI and Eclipsys shall use their best efforts to defeat such challenge, including by institution and defense of litigation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any portion of its business or otherwise take action that could reasonably be expected to have a TSI Material Adverse Effect or an Eclipsys Material Adverse Effect. Without limiting the foregoing, in the event that either the Federal Trade Commission or the Antitrust Division of the United States Department of Justice issues a Request for Additional Information or Documentary Material under 17 C.F.R. sec. 803.20 (a "Second Request"), then TSI and Eclipsys each agree to use their best efforts to respond fully to such Second Request within 20 days after its receipt and shall promptly make any further filings or information submissions and make any employee available for interview or testimony pursuant to the foregoing (both before and after any Second Request) that may be necessary, proper or advisable. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action. (c) Each of TSI and Eclipsys shall give (and shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third-party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the TSI Disclosure Schedule or the Eclipsys Disclosure Schedule, as the case may be, or (iii) required to prevent a TSI Material Adverse Effect or an Eclipsys Material Adverse Effect from occurring prior to or after the Effective Time. SECTION 6.07

Legal Conditions to Merger. (a) Company, Parent CC and Purchaser SM shall each use its all requisite reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company CC or Parent or SM or, in the case of CC, any of their its Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and including the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent CC and Purchaser SM shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. CC and SM shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent Merger Partner and Purchaser Public Company shall each use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger Partner or Public Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of . Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all such documents information required for any application or other filing to be made pursuant to the non-filing party rules and its advisors prior regulations of any applicable Law (including all information required to filing and, if requested, consult be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the non-filing party regarding additionstransactions contemplated by this Agreement. Without limiting the foregoing, deletions Merger Partner shall take all actions within its reasonable control to cause (x) the conditions in Section 2 of the Funding Agreements to be satisfied or changes suggested by waived as promptly as practicable after the non-filing party in connection therewithdate hereof and (y) the Financing to be completed as promptly as practicable after the satisfaction or waiver of such conditions.

Legal Conditions to Merger. (a) Company, Parent Seller and Purchaser Buyer shall each use its their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Seller or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Seller and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Seller and Buyer shall use their respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to Section 6.02, Parent Arbor and Purchaser Hyperion shall each use its reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by Company Arbor or Parent Hyperion or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Arbor and Purchaser Hyperion shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Arbor and Hyperion shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Subject to the terms hereof, Company, Parent Buyer and Purchaser Principal Stockholders shall each use its their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law law, and (provided that nothing herein stated shall require i) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, including without limitation the Voting Agreement and Waiver and the Noncompetition Agreement. Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, consult with the non-filing party regarding consider in good faith all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Company and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Company, Parent Cross and Purchaser Interpore shall each use its all reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Cross or Parent Interpore or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Cross and Purchaser Interpore shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Cross and Interpore shall use their reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) Company, Parent ValueVision and Purchaser National Media shall each use its all reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company ValueVision or Parent National Media or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the MergerMergers, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, (C) the Communications Act (including the filing of one or more requisite applications with the FCC requesting its written consent to the transactions contemplated hereby (the "FCC Consent Application"), and (CD) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent ValueVision and Purchaser National Media shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. (b) ValueVision and National Media agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances required for Closing A-29 37 (including through compliance with the HSR Act and any applicable foreign government reporting requirements), to respond to any government requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that restricts, prevents or prohibits the consummation of the Mergers or any other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act, the Communications Act or any other federal, state or foreign antitrust or fair trade law. ValueVision and National Media shall cooperate and work together in any proceedings or negotiations with any Governmental Entity relating to any of the foregoing. Notwithstanding anything to the contrary in this Section 5.8, neither ValueVision nor National Media, nor any of their respective Subsidiaries, shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Mergers. (c) Each of ValueVision and National Media shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any third party consents related to or required in connection with the Mergers. (d) National Media shall duly comply with all of its obligations under, and shall diligently prosecute all of its rights under, the Redemption Agreement. SECTION 5.9.

Legal Conditions to Merger. (a) Company, Parent Silknet and Purchaser Kana shall each use its all requisite commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Silknet or Parent Kana or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and including the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Silknet and Purchaser Kana shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Silknet and Kana shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. 37 44 (b) Kana and Silknet agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances required for Closing, to respond to any government requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Legal Conditions to Merger. (a) Company, Parent Doubletree and Purchaser Promus shall each use its all reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Doubletree or Parent Promus or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the MergerMergers, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Doubletree and Purchaser Promus shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith.. Doubletree and Promus shall use their reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Doubletree and Promus agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable efforts to obtain any government clearances required for Closing 33

Legal Conditions to Merger. (a) Company, Parent Seller and Purchaser Buyer shall each use its reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by Company Seller or Parent Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)law. Company, Parent Seller and Purchaser Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding to accept all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Seller and Buyer shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), Baxano and Purchaser TranS1 shall each use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Baxano or Parent TranS1 or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, laws and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated shall require Company iv) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent Baxano and Purchaser TranS1 shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding accepting all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Baxano and TranS1 shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, TranS1 and Baxano agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) Company, Parent Subject to the terms hereof Zircon and Purchaser Harmony shall each use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Zircon or Parent or Harmony and/or any of their its Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (provided that nothing herein stated iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Zircon and Hxxxxxx shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Purchaser shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of . Zircon and Harmony shall use their respective commercially reasonable efforts to furnish to each other all such documents information required for any application or other filing to be made pursuant to the non-filing party rules and its advisors prior to filing and, if requested, consult regulations of any applicable law in connection with the non-filing party regarding additions, deletions or changes suggested transactions contemplated by the non-filing party in connection therewiththis Agreement.

Legal Conditions to Merger. (a) CompanySubject to the terms hereof, Parent including Section 6.6(b), and Purchaser applicable law, Verilink and Larscom shall each use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company Verilink or Parent Larscom or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article Ipracticable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act Act, if applicable, and any related governmental request thereunder, and (C) any other applicable law law, and (provided that nothing herein stated shall require Company iv) execute or deliver any additional instruments necessary to take or cause consummate the transactions contemplated by, and to be taken any actionfully carry out the purposes of, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done)this Agreement. Company, Parent Verilink and Purchaser Larscom shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding accepting all reasonable additions, deletions or changes suggested by the non-filing party in connection therewith. Verilink and Larscom shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Larscom and Verilink agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).