|
200209214
<br />hold "Pam my business or assets of the Company. Parent or my of their respective Affiliates and (ii) the
<br />Company will use its reasonable beat efforts to obtain each of the comsem its forth in Section 9.01 of the
<br />Company Disclosure Schedule.
<br />SBMON 9.02. Certain Filings. The Company and Parent shall cooperate with one another (i) in
<br />Comectim with the prepmumn of the Company Disclosure Documents, the Otis Documents and the Form
<br />S-4, (b) in demmiming whath r my action by or in respect of, or filing with, my govaomental body, agency,
<br />official, or authority is requhe4 or my action, consents, approvals Ce waivers are requited to be obtained from
<br />part= to my material contraca, in connection with the consummation of the tiamsactioos Contemplated by this
<br />Agreemem and (iii) in taking such atriums m making my such filings, furnishing information required in
<br />connection metewuh a with the Company Disclosure Documents, the Offa Document; or the Form S-4 and
<br />sating timely m obtain my such actions, consents, approvals or waiver.
<br />SECrron 9.03. Public Announcementa. parent and the Company will consult with each other regarding
<br />timing and content before issuing my press release tar melting my public statement with respect to this
<br />Agreement or the m mosomom wmemplated hereby and. ce ept as may be required by applicable law or my
<br />listing agecro m with my national samities exchange, will am issue my such press release or make my such
<br />public summers prim an such consultation. On the date of this Agreement, the Parent and the Company shall
<br />issue a joint pteaa release announcing the caution and delivery of this Agreement and the transactions
<br />Contemplated may.
<br />SECfloN 9.04. Confidentially. Prior to the Effective Time and after my termination of this Agreement
<br />each of the Company and Parent will hold and will use its reasonable base efforts to cause its officers,
<br />directors, employees, atco mme , counsel, tanulis a, advisors and agents an hold. in confidence. all
<br />Confidential documents and information concerning; the Company or my of its Subsidiaries m Parent or my Of
<br />its Subsidiaries, a the case may be, famished to Parent or its Affiliates or the Company m its AtLiaes, as die
<br />case may be, in connection with the mmsaction contemplated by thus Agreement including the shareholder
<br />lists furnished by the Company Pursuant to Section 2.02, in accordance with the terms of the Con6dentakty
<br />Agreements each dated September 21. 2000 between Parent and the Company (es minded, Collectively, the
<br />"Confidentiality Agtamena ").
<br />SBcmN 9.05. Notices ofCeriain Evens. Parent and the Company shell promptly notify each otter of:
<br />(a) my notice a other communication from my Person alleging that the consent of such Peron IS or
<br />may be requited in connection with the ar mactiom contempleted by this Agreement
<br />(b) my annee a aka communication from my governmental or regulatory agency or authority, in
<br />correction with the transactions conmmplaaed by this Agreement: and
<br />(c) any moons, suit, claims investigations or proceedings commenced or, to its knowledge,
<br />threatened agamsty relating to or involving or otherwise affecting the Company or Permit or my of their
<br />respective Subsidiaries that, if pending ou the dam of this Agreement would have been required to have
<br />bean disclosed parmans to Section 5.10(x), 5.12, 5.13, 5.16 or 5.18 or Section 6.11 or 6.12, a the case
<br />my bey a dim retsse to the mawmmaion of the trmsecdons contemplated by this Agreement
<br />SECrsoti 9.06. Access m /nfurmation. From the date hereof until tie Effective Time and subject to
<br />applicable law and the Confidentiality Agreements, the Company and Pam shall (i) give each aba. their
<br />respective coum aL financial advisors, auditor and other authorised representatives full access to the offices.
<br />properties, books and records of the Company and the Subsidiaries or Parent and its Subsidiaries, as the case
<br />may bee. (ii) famish in each other their respective eamwt f nancim advisors, auditors and other authorized
<br />repneamntivm such finocid and operating data and other information as such Peron may reasonably request
<br />and (m) insmmt the employees, counsel, financial advisors. auditors and other sensitized mpmsemmves of the
<br />Company and its Subsidiaries or Pam and its Subsidiaries, as the rase nay be. on Cooperma with the prey
<br />hereunder making such wastigation. Any arvestigaim pursuant to this Section sha0 be conducoad in such
<br />mama a ant m interfere uoressommy with the conduct of the bumams of the party finishing such ,
<br />A -30
<br />
|