Common use of Reasonable Efforts; Notification Clause in Contracts

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on the one hand, and Target on the other hand agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Protocol (including the Distribution), including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity; (ii) the obtaining of all necessary consents, approvals, waivers or exemptions from non-governmental third parties; and (iii) the execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, challenging the Purchase or the other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets or

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on of the one hand, and Target on the other hand agrees to parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner as promptly as practicable, but in no event later than the transactions contemplated by this Agreement Outside Date, the Merger and the Protocol (including other Transactions to be performed or consummated by such party in accordance with the Distribution)terms of this Agreement, including (i) in the case of Parent, the obtaining of all necessary approvals under any applicable Gaming Laws required in connection with this Agreement, the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity; , (iiiii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; and , (iiiiv) the execution and delivery defending of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the consummation of the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other transactions Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Merger and other Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, Parent and its subsidiaries shall commit to any and all divestitures, licenses or hold separate or similar arrangements with respect to its assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Entity for any reason in order to consummate and make effective, as promptly as practicable, but in no event later than the Outside Date, the Merger and the other Transactions to be performed or consummated by Parent and its subsidiaries, including taking any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), any authority enforcing applicable Gaming Laws, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law or regulation or relating to any Gaming Law, would preclude consummation of the Merger by the Outside Date, unless any such action would, individually or in the aggregate, have a Parent Material Adverse Effect (for purposes of this clause, after giving effect to the Merger). The Company shall agree if, but solely if, requested by Parent to divest, hold separate or otherwise take or commit to take any action with respect to the businesses, services, or assets of the Company or any of its subsidiaries in furtherance of this Section 6.03; provided, however, that any such action may be conditioned upon the consummation of the Merger and other Transactions contemplated hereby. Target also In addition, subject to the terms and conditions herein provided, none of the parties hereto shall cooperate knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent the satisfaction by the Outside Date of the condition set forth in Section 7.01(d). Each of Parent and the Company undertakes and agrees to file as soon as practicable a Notification and Report Form under the HSR Act with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly FTC and the interests identified on Exhibit A hereto if Antitrust Division and to make such filings and apply for such approvals and consents as are required under the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets orGaming Laws.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Partyof the Company, on the one hand, Parent and Target on the other hand Sub agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Protocol (including the Distribution)Agreement, including (i) the making of all necessary filings with the Specified Agencies under the HSR Act and the taking of such further commercially reasonable actions as may required to obtain termination or expiration of the waiting period (and any extension thereof) under the HSR Act, (ii) the making of all necessary applications, registrations and filings (including all filings with Governmental Entities other than the Specified Agencies, if any), (iii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents and consents, approvals or waivers from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity; (ii) the obtaining of all necessary consents, approvals, waivers or exemptions from non-governmental other third parties; and , (iiiiv) the execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement and (v) the Protocol. In addition, each defending of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the other consummation of the transactions contemplated hereby. Target also shall cooperate with hereby or thereby, including the using of all commercially reasonable efforts necessary to lift, rescind or mitigate the effect of any reasonable request injunction or restraining order or other order adversely affecting the ability of Purchasers any party hereto to consummate the transactions contemplated hereby hereby. For purposes of this Agreement, "commercially reasonable efforts" shall not require Parent or Sub to take any actions in connection with any competition laws (iincluding the HSR Act) through a conveyance of other equity pursuant to this Section 5.3(a) which would require Parent or real property interests of Target Sub to agree to, or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining proffer to, divest or hold separate any assets or any portion of any Necessary Consent or render business of Parent, Sub, the obtaining of such consent (Company or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets ortheir respective Subsidiaries.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on of the one hand, and Target on the other hand agrees to parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner as promptly as practicable, but in no event later than the transactions contemplated by this Agreement Outside Date, the Merger and the Protocol (including other Transactions to be performed or consummated by such party in accordance with the Distribution)terms of this Agreement, including (i) in the case of Parent, the obtaining of all necessary approvals under any applicable Gaming Laws required in connection with this Agreement, the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity; , (iiiii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; and , (iiiiv) the execution and delivery defending of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the consummation of the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other transactions Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Merger and other Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, Parent and its subsidiaries shall commit to any and all divestitures, licenses or hold separate or similar arrangements with respect to its assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Entity for any reason in order to consummate and make effective, as promptly as practicable, but in no event later than the Outside Date, the Merger and the other Transactions to be performed or consummated by Parent and its subsidiaries, including taking any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”), any authority enforcing applicable Gaming Laws, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law or regulation or relating to any Gaming Law, would preclude consummation of the Merger by the Outside Date, unless any such action would, individually or in the aggregate, have a Parent Material Adverse Effect (for purposes of this clause, after giving effect to the Merger). The Company shall agree if, but solely if, requested by Parent to divest, hold separate or otherwise take or commit to take any action with respect to the businesses, services, or assets of the Company or any of its subsidiaries in furtherance of this Section 6.03; provided, however, that any such action may be conditioned upon the consummation of the Merger and other Transactions contemplated hereby. Target also In addition, subject to the terms and conditions herein provided, none of the parties hereto shall cooperate knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent the satisfaction by the Outside Date of the condition set forth in Section 7.01(d). Each of Parent and the Company undertakes and agrees to file as soon as practicable a Notification and Report Form under the HSR Act with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly FTC and the interests identified on Exhibit A hereto if Antitrust Division and to make such filings and apply for such approvals and consents as are required under the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets orGaming Laws.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on the one hand, and Target on the other hand agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Protocol (including the Distribution), including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity; (ii) the obtaining of all necessary consents, approvals, waivers or exemptions from non-governmental third parties; and (iii) the execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, challenging the Purchase or the other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets oror (iii) adversely affect either the tax consequences that any Purchaser Party would have from acquiring the interests specifically identified on Exhibit A or the tax treatment of the Purchaser Parties.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on of the one hand, and Target on the other hand parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to use its reasonable efforts to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Protocol (including the Distribution)Agreement, including (i) the obtaining of all necessary actions or nonactionsnon actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity; , (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; and , including but not limited to those set forth in Section 3.1(d) of the Landmark Disclosure Letter or the Supplemental Disclosure Letter, (iii) the execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the other consummation of any of the transactions contemplated hereby. Target also shall cooperate with by this Agreement, including seeking to have any reasonable request of Purchasers stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if by, and to fully carry out the extent such alternative transaction structure would facilitate purposes of, this Agreement. In connection with and without limiting the obtaining of foregoing, if any Necessary Consent state takeover statute or render similar statute or regulation becomes applicable to the obtaining of such consent (Merger, this Agreement, or any other consent) unnecessary and/or (ii) in a tax efficient mannertransaction contemplated by this Agreement, including, without limitation, where Landmark and its Board of Directors will take all action reasonably necessary to avoid Dutch withholding taxes or, when requested, ensure that the termination of partnerships, including an admission Merger and the other transactions contemplated by contribution this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to certain partnerships of minimize the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining effect of such consent (statute or any regulation on the Merger and the other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets orby this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on of the one hand, and Target on the other hand parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Offer and the Merger, and the other transactions contemplated by this Agreement and the Protocol (including the Distribution)Stockholder Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity; , (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; and , (iii) the execution and delivery defending of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the other Stockholder Agreement or the consummation of any of the transactions contemplated hereby. Target also shall cooperate with hereby or thereby, including seeking to have any reasonable request stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of Purchasers any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (i) through a conveyance of other equity take all reasonable actions available to them to ensure that no state takeover statute or real property interests of Target similar statute or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and regulation is or becomes applicable to the extent such alternative transaction structure would facilitate Offer, the obtaining Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement or 44 38 the Stockholder Agreement and (ii) if any Necessary Consent state takeover statute or render similar statute or regulation becomes applicable to the obtaining of such consent (Offer, the Merger, this Agreement, the Stockholder Agreement or any other consent) unnecessary and/or (ii) in a tax efficient mannertransaction contemplated by this Agreement or the Stockholder Agreement, including, without limitation, where necessary take all reasonable actions available to avoid Dutch withholding taxes or, when requestedthem to ensure that the Offer, the termination Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of partnershipssuch statute or regulation on the Offer, including an admission the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by contribution this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to certain partnerships require Parent to agree to dispose of any significant assets or businesses of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter)Company, and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (Parent or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets ortheir respective subsidiaries.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on of the one hand, and Target on the other hand parties agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement and the Protocol (including the Distribution)Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity; , (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; and , (iii) the execution and delivery defending of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the other consummation of any of the transactions contemplated hereby. Target also shall cooperate with by this Agreement, including seeking to have any reasonable request stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) the execution and delivery of Purchasers any additional instruments necessary to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if by, and to fully carry out the extent purposes of, this Agreement, (v) reasonably cooperating with all potential sources of financing to Investor in connection with the Merger, and the other transactions contemplated by this -38- Agreement, and the taking of all reasonable steps as may be necessary or advisable to consummate one or more financing transactions with such alternative transaction structure would facilitate potential sources of financing, including participating in "road shows" with respect to the obtaining issuance of securities in one or more private placements or transactions registered under the Securities Act, (vi) if necessary to obtain recapitalization accounting treatment of the Merger and the transactions contemplated by this Agreement, taking reasonable actions to restructure the Merger and the transactions contemplated by this Agreement and (vii) with respect to any Shares that Investor has acquired by exercise of any Necessary Consent option pursuant to the Stockholder Agreement or render otherwise, or which Investor has the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient mannerright to vote, including, without limitation, where necessary pursuant to avoid Dutch withholding taxes ora proxy granted pursuant to the Stockholder Agreement or otherwise, when requestedInvestor's voting or causing the voting in favor of, or granting or causing the granting of consent or approval with respect to, the termination of partnerships, including an admission Merger and the adoption by contribution to certain partnerships the Company of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), Merger Agreement and, if requested by Purchasers deferred applicable, the SMT/Alliance Merger Agreement and reverse like kind exchanges resulting in cash SMT/Alliance Merger. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the seller Merger, this Agreement, the Stockholder Agreement or any of the asset, which in no event shall reduce other transactions contemplated by this Agreement or the Purchase Price. Purchasers shall cooperate with Stockholder Agreement and (ii) if any reasonable request by Target to consummate the Purchase through the conveyance of other equity state takeover statute or real property interests of Target similar statute or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and regulation becomes applicable to the extent such alternative transaction structure would facilitate Merger, this Agreement, the obtaining of any Necessary Consent or render the obtaining of such consent (Stockholder Agreement or any other consent) unnecessarytransaction contemplated by this Agreement or the Stockholder Agreement, provided take all action reasonably necessary to ensure that such alternative transaction structure would not (i) diminish the economic benefits to Merger and the Purchasers of the other transactions contemplated herebyby this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, (ii) impose this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require Investor to dispose of or hold separate any material limitations asset or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation collection of any Assets orassets.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on of the one hand, and Target on the other hand parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Protocol (including the Distribution)Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval(including filings with Governmental Entities, waiver or exemption from any Governmental Entity; if any), (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; , and (iii) the execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party shall promptly notify the other parties of any communication to that party from any Governmental Entity and permit the other parties to review in advance any proposed communications to any Governmental Entity. Parent and the Company shall not (and shall cause their respective affiliates and representatives not to) participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Each of the parties hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or in connection with other required consents. Each of the Company and Parent agrees to respond promptly to and comply fully with any request for additional infor- mation or documents under the HSR Act. Each party will provide the others with copis of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, challenging the Purchase or the other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets or.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this SECTION 5.3, each Purchaser Party, on of the one hand, and Target on the other hand parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement and the Protocol (including the Distribution)Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity; , (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; and , (iii) the execution and delivery defending of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither party shall be required to agree to any consent, approval or waiver that would require such party to take an action that would impair the value that such party reasonably attributes to the Merger and the transactions contemplated thereby. In connection with and without limiting the foregoing, each of the Company and EarthLink and its respective Board of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger and (ii) impose if any material limitations state takeover statute or burdens similar statute or regulation becomes applicable to the Merger, take all action reasonably necessary to ensure that the Merger may be consummated as promptly as practicable on any Purchaser's (the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or any Purchaser Designee's) ownership or operation of any Assets orregulation on the Merger.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser Party, on of the one hand, and Target on the other hand parties agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement and the Protocol (including the Distribution)Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity; , (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; and , (iii) the execution and delivery defending of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the other consummation of any of the transactions contemplated hereby. Target also shall cooperate with by this Agreement, including seeking to have any reasonable request stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) the execution and delivery of Purchasers any additional instruments necessary to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if by, and to fully carry out the extent purposes of, this Agreement, (v) reasonably cooperating with all potential sources of financing to Investor in connection with the Merger, and the other transactions contemplated by this Agreement, and the taking of all reasonable steps as may be necessary or advisable to consummate one or more financing transactions with such alternative transaction structure would facilitate potential sources of financing, including participating in "road shows" with respect to the obtaining issuance of securities in one or more private placements or transactions registered under the Securities Act, (vi) if necessary to obtain recapitalization accounting treatment of the Merger and the transactions contemplated by this Agreement, taking reasonable actions to restructure the Merger and the transactions contemplated by this Agreement and (vii) with respect to any Shares that Investor has acquired by exercise of any Necessary Consent option pursuant to the Stockholder Agreement or render otherwise, or which Investor has the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient mannerright to vote, including, without limitation, where necessary pursuant to avoid Dutch withholding taxes ora proxy granted pursuant to the Stockholder Agreement or otherwise, when requestedInvestor's voting or causing the voting in favor of, or granting or causing the granting of consent or approval with respect to, the termination of partnerships, including an admission Merger and the adoption by contribution to certain partnerships the Company of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), Merger Agreement and, if requested by Purchasers deferred applicable,, the SMT/Alliance Merger Agreement and reverse like kind exchanges resulting in cash SMT/Alliance Merger. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the seller Merger, this Agreement, the Stockholder Agreement or any of the asset, which in no event shall reduce other transactions contemplated by this Agreement or the Purchase Price. Purchasers shall cooperate with Stockholder Agreement and (ii) if any reasonable request by Target to consummate the Purchase through the conveyance of other equity state takeover statute or real property interests of Target similar statute or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and regulation becomes applicable to the extent such alternative transaction structure would facilitate Merger, this Agreement, the obtaining of any Necessary Consent or render the obtaining of such consent (Stockholder Agreement or any other consent) unnecessarytransaction contemplated by this Agreement or the Stockholder Agreement, provided take all action reasonably necessary to ensure that such alternative transaction structure would not (i) diminish the economic benefits to Merger and the Purchasers of the other transactions contemplated herebyby this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, (ii) impose this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require Investor to dispose of or hold separate any material limitations asset or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation collection of any Assets orassets.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.4, each Purchaser Party, on of the one hand, ----------- Company and Target on the other hand CFW agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement and the Protocol (including the Distribution)Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity; , (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemptions from non-governmental third parties; , (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiiiv) the execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement Agreement. Notwithstanding the foregoing, neither the Company nor CFW shall be required to agree to any consent, approval or waiver that would require such party to take an action that would impair the value that such party reasonably attributes to the Merger and the Protocol. In addition, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, challenging the Purchase or the other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby thereby. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (i) through a conveyance of other equity take all action reasonably necessary to ensure that no state takeover statute or real property interests of Target similar statute or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and regulation is or becomes applicable to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or Merger and (ii) in a tax efficient mannerif any state takeover statute or similar statute or regulation becomes applicable to the Merger, including, without limitation, where take all action reasonably necessary to avoid Dutch withholding taxes or, when requested, ensure that the termination of partnerships, including an admission Merger may be consummated as promptly as practicable on the terms contemplated by contribution this Agreement and otherwise to certain partnerships of minimize the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining effect of such consent (statute or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish regulation on the economic benefits to the Purchasers of the transactions contemplated hereby, (ii) impose any material limitations or burdens on any Purchaser's (or any Purchaser Designee's) ownership or operation of any Assets orMerger.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions and limitations set forth in this AgreementAgreement (including, without limitation, the Company's rights under Section 5.2 and Section 5.5 hereof), each Purchaser Party, on of the one hand, and Target on the other hand agrees to parties hereto shall use ----------- ----------- its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and Agreement, including, without limitation, using reasonable efforts to accomplish the Protocol (including the Distribution), including following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all ---------- necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Entities, and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), and the taking of all reasonable steps as may be necessary to obtain an approvalavoid any suit, waiver claim, action, investigation or exemption from proceeding by any Governmental Entity; , (iiiii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties which may be required or desirable as a result of, waivers or exemptions from non-governmental third parties; and (iii) the execution and delivery of any additional documents or instruments necessary to consummate in connection with, the transactions contemplated by this Agreement and Agreement, (iv) the Protocol. In additiondefending of any suits, each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits claims, actions, investigations or legal proceedings, whether judicial or administrative, challenging the Purchase this Agreement or the other consummation of the transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if transactions contemplated by, and to fully carry out the extent such alternative transaction structure would facilitate purposes of, this Agreement. In connection with and without limiting the obtaining foregoing, but subject to the conditions and limitations set forth in this Agreement (including, without limitation, the Company's rights under Section 5.2 and Section 5.5 hereof) the ----------- ----------- Company and its Board of Directors shall, if any Necessary Consent state takeover statute or render similar statute or regulation is or becomes applicable to the obtaining of such consent (Merger, this Agreement or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, (ii) impose nothing in this Agreement shall be deemed to require Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitations or burdens limitation on any Purchaser's (or any Purchaser Designee's) ownership or operation the ability of any Assets orof them to conduct their businesses or to own or exercise control of such assets, properties and stock.