Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company Company, Parent and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use Sub will take all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to consummate each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement, subject to the approval of stockholders Merger. Each of the Company described in Section 6.1 Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a), and (ii) to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any or other public or private third party which is party, required to be obtained or made by such party Parent, the Company or any of its their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the transactions contemplated Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by this Agreement; provided, however, that a such party shall not be obligated to take any action or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the foregoing if HSR Act, and (z) cooperate with the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, other party in connection with such party's reasonable opinion, (x) to be materially burdensome to such party filings under the HSR Act and its Subsidiaries taken as a whole in connection with resolving any investigation or to impact in a materially adverse manner other inquiry concerning the economic Merger or business benefits of the transactions other matters contemplated by this Agreement so as to render uneconomic commenced by either the consummation of FTC or the Merger Antitrust Division or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingstate attorneys general.

Legal Conditions to Merger. (a) Each of Parent and the Company and Levy Acquisition Co. shallwill, and shall will cause its Subsidiaries to, use all their reasonable best efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to Agreement as soon as practicable after the approval of stockholders of the Company described in Section 6.1 (a), date hereof and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which that is required to be obtained by the Company or made by such party Parent or any of its their respective Subsidiaries in connection with the Merger Merger, the financing contemplated by the Financing Commitments and the other transactions contemplated by this Agreement; provided, howeverincluding all steps necessary to promptly identify any impediments to complying with all legal requirements or to obtaining such consents, that authorizations, orders, approvals, or exemptions. Parent and Company will cooperate with one another and with Governmental Entities to resolve or settle any issues as early as possible and with a party shall not view to the Termination Date. Nothing in this Agreement will require, or be obligated deemed to require, the parties to this Agreement to agree to take any action pursuant of the following actions in order to obtain the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likelyof any Governmental Entity in order to satisfy the condition set forth in Section 7.1(c) where such actions would have a Material Adverse Effect on the party taking the action or would result in a breach the obligations of Parent or any Parent Subsidiary under the agreements listed in Section 6.4(a) of the Parent Disclosure Schedule or of the Company or any Company Subsidiary under the agreements listed in Section 6.4(b) of the Company Disclosure Schedule: (i) sell, hold separate or otherwise dispose of assets of such party or its Subsidiaries or conduct its business in a specified manner; (ii) agree to sell, hold separate or otherwise dispose of assets of such party's reasonable opinion, party or its Subsidiaries or conduct its business in a specified manner; or (xiii) permit assets of such party or its Subsidiaries to be materially burdensome sold, held separate or disposed of or permit its business to such party and its Subsidiaries taken as a whole or to impact be conducted in a materially adverse manner specified manner. This Section 6.4 does not require either the economic Parent or business benefits the Company to enter into any agreement with a third party to undertake any obligations or make any divestitures, unless such agreement is conditioned on the consummation of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingAgreement.

Legal Conditions to Merger. (a) Each of the Company Finisar and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use Optium will take all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries itself with respect to the Merger (which actions shall 47 include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to consummate each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of the Company described in Section 6.1 (a)Finisar and Optium will, and will cause its Subsidiaries to, (iii) take all reasonable actions necessary to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; providedFinisar, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them Optium or any of their Subsidiaries in connection with the Merger (any of the foregoing an "Approval") or the taking of any action contemplated thereby or by this Agreement, (ii) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or, except as permitted by Sections 6.1 and 6.2, to take any action contemplated by any Approval or by this Agreement until such time as such refusal to issue any Approval or any order or ruling has become final and non-appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Optium nor Finisar shall be required to agree, as a condition to any Approval, to sell, license, dispose of, hold separate, or operate in any specified manner any assets or businesses or Subsidiaries of Finisar, Sub, Optium or the Surviving Corporation (or to require any such party or any of their respective Subsidiaries or Affiliates to agree to any of the foregoing).

Legal Conditions to Merger. Each of the Company Xxxxx and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use Oak will take all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to consummate each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of the Company described in Section 6.1 (a)Xxxxx and Oak will, and will cause its Subsidiaries to, (iii) take all reasonable actions necessary to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; providedXxxxx, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them Oak or any of their Subsidiaries in connection with the Merger (any of the foregoing an “Approval”) or the taking of any action contemplated thereby or by this Agreement, (ii) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or, except as permitted by Sections 6.1 and 6.2, to take any action contemplated by any Approval or by this Agreement until such time as such refusal to issue any Approval or any order or ruling has become final and non-appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Oak nor Xxxxx shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on the benefits intended to be derived as a result of the Merger.

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. Concord shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d6.2(e). Each of the Company and Levy Acquisition Co. Concord will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company Acquirer and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use Target -------------------------- will take all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and use its best efforts to consummate furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of the Company described in Section 6.1 (a)Acquirer and Target will, and will cause its Subsidiaries to, (iii) take all reasonable actions necessary to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; providedTarget, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them Acquirer or any of their Subsidiaries in connection with the Merger (any of the foregoing an "Approval") or the taking of any action contemplated thereby or by this Agreement, (ii) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or, except as permitted by Sections 6.1, 6.2 and 6.6, to take any action contemplated by any Approval or by this Agreement until such time as such refusal to issue any Approval or any order or ruling has become final and non- appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Target nor Acquirer shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, financial condition or results of operations of such party and its Subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Legal Conditions to Merger. Each of Parent and, subject to Section 6.2, the Company and Levy Acquisition Co. shall, and shall cause will use its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to consummate each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of Parent and the Company described in Section 6.1 (a)will, and (ii) will cause its Subsidiaries to, take all reasonable actions necessary to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the CompanyParent, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Parent nor any of its affiliates shall be required to (i) sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parent, the Company or their respective affiliates or make any other change in any portion of the Company's or its business or incur any other limitation on the conduct of the Company's or its business to obtain such consents, authorizations, orders, approvals and exemptions or agree to do, or submit to orders providing for, any of the foregoing, in each case whether before or after the Effective Time, except in each case for any such action that would not reasonably be expected to result in a Company Material Adverse Effect or a Parent Material Adverse Effect or (ii) if any governmental body that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger, take any action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.

Legal Conditions to Merger. Each of the Company Xxxxxxx and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use LECG will take all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filings with any Governmental Entity) and will promptly cooperate with and will use their best efforts to consummate furnish information to each other in connection with any such requirements imposed upon any of them in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of the Company described in Section 6.1 Xxxxxxx and LECG will: (a), and (iii) take all reasonable actions necessary to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any or other public or private third party which is party, required to be obtained or made by such party LECG or any of its Subsidiaries Xxxxxxx in connection with the Merger and (any of the transactions foregoing an "APPROVAL") or the taking of any action contemplated thereby or by this Agreement; provided(ii) diligently oppose or pursue any rehearing, however, that a party shall not appeal or other challenge which may be obligated available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or to take any action pursuant contemplated by any Approval or by this Agreement until such time as such refusal to the foregoing if issue any Approval or any order or ruling has become final and non-appealable; and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of such any action contemplated thereby or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d)Agreement. Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing6.7.

Legal Conditions to Merger. Each Subject to the terms and conditions of this Agreement, each of the Company and Levy Acquisition Co. Parent shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary actions, and to comply promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all legal requirements which may be imposed on such party things necessary, proper or its Subsidiaries with respect advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and to consummate the other transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 including (a), and (ii) to obtain (and to cooperate with the other party to obtain) obtaining of any necessary consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement (including any subsequent merger or other combination of the Company and NSB with and into Parent) and the Stock Option Agreement and the making or obtaining of all necessary filings and registrations with respect thereto, (b) the defending of any lawsuits or other legal proceedings, whether judicial, administrative or regulatory, challenging this Agreement or the Stock Option Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (c) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stock Option Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likelywould, in such party's reasonable opinion, (xA) to be materially burdensome to such party and its Subsidiaries taken as a whole in the context of the transactions contemplated by this Agreement or to impact in such a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger or (yB) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d6.02(c). Each of the Company and Levy Acquisition Co. Parent will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.the

Legal Conditions to Merger. Each of the Company VDAT and Levy Acquisition Co. MOD shall, and shall cause its Subsidiaries their subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a)shareholders, and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; providedPROVIDED, howeverHOWEVER, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval approval, or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits benefit of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger Merger, or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(dSECTION 8.1(A). Each of the Company VDAT and Levy Acquisition Co. will MOD shall promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company JGUR and Levy Acquisition Co. P2S shall, and shall cause its Subsidiaries their subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a)shareholders, and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party -------- ------- shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval approval, or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits benefit of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger Merger, or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d8.1(c). Each of the Company JGUR and Levy Acquisition Co. will P2S ------------- shall promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company 3Com and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use USR will take all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and will use their best efforts to consummate furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of the Company described in Section 6.1 (a)3Com and USR will, and will cause its Subsidiaries to, (iii) take all reasonable actions necessary to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any or other public or private third party which is party, required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; providedUSR, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them 3Com or any of their Subsidiaries in connection with the Merger (any of the foregoing an "Approval") or the taking of any action contemplated thereby or by this Agreement (ii) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or to take any action contemplated by any Approval or by this Agreement until such time as such refusal to issue any Approval or any order or ruling has become final and non-appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither USR nor 3Com shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its Subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Legal Conditions to Merger. Each of the Company VDAT and Levy Acquisition Co. SSG shall, and shall cause its Subsidiaries their subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a)shareholders, and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; providedPROVIDED, howeverHOWEVER, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval approval, or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits benefit of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger Merger, or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(dSECTION 8.1(c). Each of the Company VDAT and Levy Acquisition Co. will SSG shall promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company HBOA and Levy Acquisition Co. LSC shall, and shall cause its Subsidiaries their subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a)shareholders, and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval approval, or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits benefit of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger Merger, or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d)herein. Each of the Company HBOA and Levy Acquisition Co. will LSC shall promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of Acquired Corporation and the Company and Levy Acquisition Co. shall, and shall cause will use its Subsidiaries to, use all commercially reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to consummate each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of Acquired Corporation and the Company described in Section 6.1 (a)will, and (ii) will cause its Subsidiaries to, take all reasonable actions necessary to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the CompanyAcquired Corporation, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Acquired Corporation nor the Company nor any of their 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 Acquired Corporation, the Company or their respective affiliates or make any other change in any portion of the Company’s or its business or incur any other limitation on the conduct of the Company’s or its business to obtain such 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 Date, except in each case for any such action that would not reasonably be expected to result in a Company Material Adverse Effect or an Acquired Corporation Material Adverse Effect or (ii) if any governmental body that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger, take any action which Acquired Corporation or the Company reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.

Legal Conditions to Merger. Each of the Company CCBG and Levy Acquisition Co. FFB shall, and shall cause its Subsidiaries to, use all their reasonable best efforts (ia) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger or the Subsidiary Merger, including executing the Articles of Merger and similar documentation with respect to the Subsidiary Merger and filing such documentation with the appropriate Regulatory Agency or Governmental Entity, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, subject to Agreement and the approval of stockholders of the Company described in Section 6.1 (a), Subsidiary Merger Agreement and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Regulatory Agency, Governmental Entity and of any other public or private third party which is required to be obtained by FFB or made by such party CCBG or any of its their respective Subsidiaries in connection with the Merger or the Subsidiary Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval; provided, however, that a party neither CCBG nor FFB shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, orderorder or approval constitutes, approval or exemption is likely, in such party's the reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits opinion of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the CompanyCCBG, to result in the imposition of of, or the compliance with, a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to Burdensome Condition (as defined in Section 6.2(d7.2(g) below). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. shall, and Company shall cause its Subsidiaries to, use all take reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger (which actions shall include, without limitation, filing and to consummate furnishing all information required under the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a)HSR Act, and in connection therewith shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their subsidiaries in connection with the Merger. Each of Acquisition Co. and Company shall, and shall cause its subsidiaries to (iii) take reasonable actions necessary to obtain (and to shall cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any governmental entity or other public or private third party which is party, required to be obtained or made by such party Company, Acquisition Co. or any of its Subsidiaries their subsidiaries for any of the conditions set forth in connection with Section 5 to be satisfied (any of the Merger and foregoing, an "Approval") or the transactions taking of any action required in furtherance thereof or otherwise contemplated thereby or by this Agreement; provided, however(ii) diligently oppose or pursue any rehearing, that a party shall not appeal or other challenge which may be obligated available to it of any refusal to issue any Approval or of any order or ruling of any governmental entity which may adversely affect the ability of the parties hereto to consummate the Merger or to take any action pursuant contemplated by any Approval or by this Agreement until such time as such refusal to the foregoing if issue any Approval or any order or ruling has become final and non-appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of such any action contemplated thereby or such compliance by this Agreement. Notwithstanding the foregoing, neither Acquisition Co. nor Company shall be required to agree to waive any substantial rights to accept any substantial limitation on its operations or the to dispose of any material assets in connection with obtaining of any such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingexemption.

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. shall, and Company shall cause its Subsidiaries to, use all take reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger (which actions shall include, without limitation, filing and to consummate furnishing all information required under the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a)HSR Act, and in connection therewith shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their subsidiaries in connection with the Merger. Each of Acquisition Co. and Company shall, and shall cause its subsidiaries to (iii) take reasonable actions necessary to obtain (and to shall cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any governmental entity or other public or private third party which is party, required to be obtained or made by such party Company, Acquisition Co. or any of its Subsidiaries their subsidiaries for any of the conditions set forth in connection with Section 5 to be satisfied (any of the Merger and foregoing, an “Approval”) or the transactions taking of any action required in furtherance thereof or otherwise contemplated thereby or by this Agreement; provided, however(ii) diligently oppose or pursue any rehearing, that a party shall not appeal or other challenge which may be obligated available to it of any refusal to issue any Approval or of any order or ruling of any governmental entity which may adversely affect the ability of the parties hereto to consummate the Merger or to take any action pursuant contemplated by any Approval or by this Agreement until such time as such refusal to the foregoing if issue any Approval or any order or ruling has become final and non-appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of such any action contemplated thereby or such compliance by this Agreement. Notwithstanding the foregoing, neither Acquisition Co. nor Company shall be required to agree to waive any substantial rights to accept any substantial limitation on its operations or the to dispose of any material assets in connection with obtaining of any such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingexemption.

Legal Conditions to Merger. Each of the Company Carlyle, Carlyle's subsidiaries and Levy Acquisition Co. shall, and Levcor shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote of stockholders of the Company Levcor and Carlyle described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger Merger, or (y) in the case of the CompanyCarlyle, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation Carlyle or any of their respective Subsidiaries subsidiaries of the type referred to in Section 6.2(d). Each of the Company Carlyle and Levy Acquisition Co. Levcor will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of NGP, Newco and each member of the Company and Levy Acquisition Co. Price Group shall, and shall cause its Subsidiaries to, use all their reasonable best efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable (including amending or restructuring any leases to which any of the Price Entities is a party) (a) to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity Authority and of any other public or private third party which is required to be obtained or made by such party any of them or any of its their respective Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that no member of the Price Group or its respective Subsidiaries shall be required to make any payment (other than ordinary filing fees) or enter into any modification or amendment to a party shall not be obligated to take any action pursuant Lease that alters the Lease in a manner that is adverse to the foregoing if the taking of such action or such compliance or the lessee Price Entity in connection with obtaining of any such consent, authorization, order, approval or exemption is likelyexemption. Each party hereto shall use its reasonable best efforts to consummate the transactions contemplated hereby notwithstanding any initiation prior to the Closing Date of any proceeding seeking dissolution, in winding up, liquidation or reorganization of any of the Price Entities or any of such entity's debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, except as required by Applicable Law or such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken fiduciary duties as a whole or to impact set forth in a materially adverse manner the economic or business benefits an opinion of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingindependent legal counsel.

Legal Conditions to Merger. Each of the Company Company, Xxxxxxxxx and Levy Acquisition Co. Phoenix shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d6.2(e). Each of the Company and Levy Acquisition Co. Phoenix will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company Ascend and Levy Acquisition Co. shall, and Stratus shall cause its Subsidiaries to, use take all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and any applicable foreign antitrust laws and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to consummate each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of the Company described in Section 6.1 (a)Ascend and Stratus shall, and (ii) shall cause its Subsidiaries to, take all reasonable actions necessary to obtain (and to shall cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any or other public or private third party which is party, required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; providedStratus, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them Ascend or any of their Subsidiaries in connection with the Merger (any of the foregoing., an "Approval") or the taking of any action required in furtherance thereof or otherwise contemplated thereby or by this Agreement, (i) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or to take any action contemplated by any Approval or by this Agreement until such time as such refusal to issue any Approval or any order or ruling has become final and non-appealable, and (ii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Ascend nor Stratus shall be required to agree, as a condition to any Approval, to divest itself or hold separate any Subsidiary, division or business unit, the divestiture or holding separate of which would be reasonably likely (A) to have an Ascend Material Adverse Effect, or (B) to impair in any material way the benefits intended to be derived by Ascend after the Effective Time as a result of the Merger Section 6.7

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. Parent shall, and shall cause its Subsidiaries subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. Parent will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of Parent, SRH and the Company and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use all their reasonable best efforts (ia) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the Offer and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), Agreement and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition SRH or restriction on the Company, the Surviving Corporation Parent or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingMerger, the Offer and the Bank Merger; PROVIDED that Parent shall not be obligated to agree to any Burdensome Condition. For purposes of this Agreement, "Burdensome Condition" means any conditions, restrictions or requirements which the Board of Directors of Parent reasonably determines would, individually or in the aggregate, (a) reduce the benefits of the Merger, the Offer and the Bank Merger (considered as a single transaction) to such a degree that Parent would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof or (b) have, or would reasonably be expected to have, a material and adverse effect on the Acquired Companies following the Effective Time, it being understood that neither (i) a condition preventing the integration of the computer systems of the Company or SRH or their respective Subsidiaries with those of Parent or its Subsidiaries until after January 1, 2000 or (ii) a condition imposed by U.S. federal or state bank regulatory authorities in connection with the Bank Merger that requires the raising of capital in the bank surviving the Bank Merger consistent with regulatory precedent shall be deemed a Burdensome Condition.

Legal Conditions to Merger. Each of the Company AMI and Levy Acquisition Co. NPB shall, and shall cause its Subsidiaries subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the consummation of the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a), and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity or any other public or private third party which that is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger A-22 28 and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d8.1(e). Each of the Company AMI and Levy Acquisition Co. NPB will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.. 6.6

Legal Conditions to Merger. Each of the Company NAC, Acquisition Sub and Levy Acquisition Co. New Leaf shall, and shall cause its Subsidiaries their subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a)shareholders, and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement, including without limitation NAC using all reasonable efforts to comply with any and all federal and state securities laws with respect to the issuance of the NAC Shares and NAC Promissory Notes; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval approval, or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits benefit of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger Merger, or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d8.1(c). Each of the Company NAC, Acquisition Sub and Levy Acquisition Co. will New Leaf shall promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of the Company CCI and Levy Acquisition Co. IBID shall, and shall cause its Subsidiaries their subsidiaries to, use all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote or consent of stockholders of the Company described in Section 6.1 (a)shareholders, and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval approval, or exemption is likelywould, in such party's reasonable opinion, (xi) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in such a materially adverse manner the economic or business benefits benefit of the transactions contemplated by this Agreement so as to render uneconomic inadvisable the consummation of the Merger Merger, or (yii) in the case of the Company, to result in the imposition of a condition or restriction on the Company, such party or on the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d8.1(c). Each of the Company CCI and Levy Acquisition Co. will IBID shall promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each of NGP, Newco and each member of the Company and Levy Acquisition Co. Price Group shall, and shall cause its Subsidiaries to, use all their reasonable best efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable (including amending or restructuring any leases to which any of the Price Entities is a party) (a) to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity Authority and of any other public or private third party which is required to be obtained or made by such party any of them or any of its their respective Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that no member of the Price Group or its respective -------- ------- Subsidiaries shall be required to make any payment (other than ordinary filing fees) or enter into any modification or amendment to a party shall not be obligated to take any action pursuant Lease that alters the Lease in a manner that is adverse to the foregoing if the taking of such action or such compliance or the lessee Price Entity in connection with obtaining of any such consent, authorization, order, approval or exemption is likelyexemption. Each party hereto shall use its reasonable best efforts to consummate the transactions contemplated hereby notwithstanding any initiation prior to the Closing Date of any proceeding seeking dissolution, in winding up, liquidation or reorganization of any of the Price Entities or any of such entity's debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, except as required by Applicable Law or such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken fiduciary duties as a whole or to impact set forth in a materially adverse manner the economic or business benefits an opinion of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingindependent legal counsel.

Legal Conditions to Merger. Each of the Company BUYER and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use TARGET will take all -------------------------- reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filings with any Governmental Entity) and will promptly cooperate with and will use their best efforts to consummate furnish information to each other in connection with any such requirements imposed upon any of them in connection with the transactions contemplated by this Agreement, subject to the approval Merger. Each of stockholders of the Company described in Section 6.1 BUYER and TARGET will: (a), and (iii) take all reasonable actions necessary to obtain (and to will cooperate with the each other party to obtainin obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any or other public or private third party which is party, required to be obtained or made by such party TARGET or any of its Subsidiaries BUYER in connection with the Merger and (any of the transactions foregoing an "Approval") or the taking of any action contemplated thereby or by this Agreement; provided(ii) diligently oppose or pursue any rehearing, however, that a party shall not appeal or other challenge which may be obligated available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or to take any action pursuant contemplated by any Approval or by this Agreement until such time as such refusal to the foregoing if issue any Approval or any order or ruling has become final and non-appealable; and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of such any action contemplated thereby or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoingAgreement.

Legal Conditions to Merger. Each of the Company Company, Xxxxxxxxx and Levy Acquisition Co. -------------------------- Phoenix shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d6.2(e). Each of the Company and Levy Acquisition Co. Phoenix will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. Each Subject to the terms and conditions of the this Agreement, each of Parent and Subject Company and Levy Acquisition Co. shall, and shall cause its Subsidiaries to, use all their reasonable best good faith efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement, subject to the approval of stockholders of the Company described in Section 6.1 (a), Agreement and (ii) to obtain (and to cooperate with the other party at such other party's expense to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained by Subject Company or made by such party Parent or any of its their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that a . Prior to obtaining the consent of any third party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries required in connection with the transactions contemplated hereby, each party shall have the opportunity to review such proposed form of consent and provide reasonable comments with respect thereto. Without limiting the foregoing, it is understood and agreed that the failure to obtain any landlord's consent to the approval of any renewal or expansion option shall not constitute a breach of representation or warranty of any party hereto nor shall such failure in of itself be considered the failure to obtain the consent required pursuant to Section 8.2(i) hereof.

Legal Conditions to Merger. Each of the Company and Levy Acquisition Co. Parent shall, and shall cause its Subsidiaries subsidiaries to, use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement, subject to the approval appropriate vote of stockholders of the Company described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and of any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries subsidiaries in connection with the Merger and the transactions contemplated by this Agreement; provided, however, that a party shall not be obligated to take any action -------- ------- pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to be materially burdensome to such party and its Subsidiaries subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render uneconomic the consummation of the Merger or (y) in the case of the Company, to result in the imposition of a condition or restriction on the Company, the Surviving Corporation or any of their respective Subsidiaries subsidiaries of the type referred to in Section 6.2(d). Each of the Company and Levy Acquisition Co. Parent will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries subsidiaries in connection with the foregoing.