This excerpt taken from the DYN 8-K filed May 31, 2007.
Section 5.3 Consents and Approvals.
(a) Each Party shall provide reasonable cooperation to the other Party in obtaining consents, approvals or actions of, making all filings with and giving all notices to Governmental Authorities or other Persons required of the other Party in connection with obtaining any required consents to lawfully complete the transactions contemplated by this Agreement, including the following:
(i) As promptly as practicable and, in any event, within thirty (30) days of the Effective Date, Buyer and Seller shall each file, with the appropriate Governmental Authority, such filings as are required by the HSR Act and shall take all actions reasonably necessary to cause early termination of the applicable waiting period under the HSR Act.
(ii) As promptly as practicable, Buyer and Seller shall jointly file, with Buyer having primary responsibility therefor, with the applicable Governmental Authority, all documents reasonably required to obtain the approvals or make the notice filings described in Schedule 3.3(b) and Schedule 4.3(b) (other than the approvals described in Section 5.3(a)(iii) and (iv)) and Buyer and Seller shall use their
commercially reasonable efforts to cause all such approvals to be issued and notice filings to be made as soon as practicable after the Effective Date or as and when required by such Governmental Authority. The Parties shall consult on and coordinate all filings submitted by Buyer and Seller to such Governmental Authorities.
(iii) As promptly as practicable and, in any event, within thirty (30) days of the Effective Date, Buyer and Seller shall jointly file, with Buyer having primary responsibility therefor, with the PUC all documents reasonably required to obtain the approval of the transaction contemplated herein pursuant to Section 39.158(a) of the Texas Public Utility Regulatory Act, and Buyer and Seller shall use their commercially reasonable efforts to cause the approval of the PUC to be issued as soon as practicable after the Effective Date. The Parties shall consult on and coordinate all principal filings submitted by Buyer and Seller to the PUC in connection with the approval of the PUC described above.
(iv) Approval of the Federal Communications Commission for the Conversion and change in control of the Company with respect to the radio licenses and point-to-point private microwave licenses held by the Company.
(v) Notices required under (i) the Securities Exchange Act of 1934, (ii) the 1933 Act, or (iii) the rules promulgated by the New York Stock Exchange or any other applicable securities exchange or quotation system on which the Parties or their Affiliates may be listed.
(b) The Parties shall furnish to each others counsel such necessary information and assistance as the other Party may request in connection with its preparation of any such filing or submission that is necessary to obtain the foregoing consents, approvals or actions. Buyer shall provide copies of all documents submitted pursuant to this Section 5.3 to Seller and its advisors prior to filing and, if requested, accept all reasonable additions, deletions or changes suggested in connection therewith. The Parties shall consult with each other as to the appropriate time of making such filings and submissions and shall make such filings and submissions at the agreed upon time. The Parties shall keep each other apprised of the status of any communications with and any inquiries or requests for additional or supplemental information from applicable Governmental Authorities, shall provide any such additional or supplemental information that may be reasonably requested in connection with any such filings or submissions. Buyer and Seller shall bear the costs and expenses of their respective filings; provided that Buyer shall pay the filing fee in connection with any such filings.
(c) Buyer shall use commercially reasonable efforts to contest and resist any action, including administrative or judicial action, and to have vacated, lifted, reversed or overturned, any order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including the pursuit of all available avenues of administrative and judicial appeal.
Section 5.4 Further Assurances. Subject to the terms and conditions of this Agreement, each of the Parties will use its commercially reasonable efforts to take, or cause to be
taken, as soon as possible, all action, and to do, or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate all of the transactions contemplated by this Agreement, including, without limitation, the sale of the Membership Interests of the Company and the assignment and assumption of the Assigned Contracts, including using its commercially reasonable efforts to ensure satisfaction of the conditions precedent to each Partys obligations hereunder. Prior to submission by any Party of any application with a Governmental Authority for a regulatory approval, such Party shall submit such application to the other Party for review and comment and shall incorporate into such application any revisions reasonably requested by the other Party. None of the Parties will, without prior written consent of the other Party, take or fail to take, or permit their respective Affiliates to take or fail to take, any action, that would reasonably be expected to prevent or materially impede, interfere with or delay the consummation, as soon as possible, of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 5.4 or this Agreement, Seller shall not be required to take, or to cause to be taken, any action altering or restricting in any way Sellers business or commercial practices (including, for the avoidance of doubt, divesting or holding separate any of its assets or portion of its business) or the business or commercial practices of any of its Affiliates.
Section 5.5 Public Statements. The Parties will not issue or make any press releases or similar public announcements concerning this Agreement or the transactions contemplated hereby without the consent of the other Party hereto, which consent shall not be unreasonably withheld. If either Party is unable to obtain the approval of its press release or similar public statement from the other Party and such press release or similar public statement is, in the opinion of legal counsel to such Party, required by applicable law in order to discharge such Partys disclosure obligations, then such Party may make or issue the legally required press release or similar public statement and promptly furnish the other Party with a copy thereof. Each Party will also obtain the other Partys prior approval, which approval shall not be unreasonably withheld, of any press release to be issued immediately following the execution of this Agreement or the Closing announcing the execution of this Agreement or the consummation of the transactions contemplated hereby.