This excerpt taken from the EBAY 8-K filed Apr 16, 2009.
5.4 Additional Agreements.
(a) Subject to Section 5.4(b), and without limiting the provisions of Section 5.1, Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Share Allocation and make effective the other Contemplated Transactions. Subject to Section 5.4(b), Parent shall use its best efforts to obtain the Required Approval under the Korean Monopoly Regulation and Fair Trade Act as promptly as practicable after the date of this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.4(b), each party to this Agreement: (i) shall cause to be made all filings and cause to be given all notices in each case that constitute Required Approvals in connection with the Offer, the Share
Allocation and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each Consent that constitutes a Required Approval in connection with the Offer, the Share Allocation or any of the other Contemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Share Allocation or any of the other Contemplated Transactions. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
(b) Notwithstanding anything to the contrary contained in Section 5.1, Section 5.4 or elsewhere in this Agreement, except for agreeing to the limitations set forth on Schedule I to Annex I, neither Parent nor Acquisition Sub shall have any obligation under this Agreement to: (i) dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause the Company to dispose of any assets; (ii) license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Intellectual Property or Intellectual Property Right, or to commit to cause the Company to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right; (iii) make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of the Company; (iv) take or commit to take any other action that limits Parents freedom of action with respect to, or its ability to retain, its Subsidiaries or the Company or any material portions thereof or any of the businesses, product lines, properties or assets of its Subsidiaries or the Company; or (v) commence any Legal Proceeding against any Entity in order to facilitate the consummation of the Offer, the Share Allocation and the other Contemplated Transactions.
5.5 Disclosure. During the Pre-Closing Period, Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statement, and the Company shall consult with Parent and consider the views and comments of Parent before the Company or any of their Representatives sends any emails or other documents to the Company Associates generally or otherwise communicates with the Company Associates generally, with respect to the Offer, the Share Allocation or any of the other Contemplated Transactions; provided, however, that: (a) the Company shall not, and the Company shall ensure that those Company Associates with authority with respect to matters relating to employee compensation, remuneration or benefits do not, communicate with any Company Associate regarding post-Closing compensation, remuneration or benefits without the prior written approval of Parent; and (b) either Parent or the Company shall be entitled, without consulting with the other, to issue any press release or make any public statements to the extent that: (i) the press release or such statements are consistent with other public statements made by Parent or the Company with the consent of the other; and (ii) such press release or public statements are required by applicable Legal Requirements and there is no reasonable possibility of such consultation prior to the issuance or making thereof.