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This excerpt taken from the FIS 8-K filed Sep 16, 2005. Further Action. Upon the terms and subject to the
conditions of this Agreement, each of the parties agrees to use its reasonable
best efforts to (i) take, or cause to be taken, all appropriate action,
and to do, or cause to be done, all things necessary, proper or advisable under
applicable law or otherwise to consummate the Merger and effect the Share
Issuance and the Articles Amendment, (ii) obtain from Governmental
Authorities any consents, licenses, permits, waivers, approvals, authorizations
or orders required to be obtained by C Co or F Co or any of their
respective subsidiaries in connection with the authorization, execution and
delivery of this Agreement, and (iii) promptly make all necessary filings,
and thereafter make any other required submission, with respect to this
Agreement, the Merger, the Share Issuance and the Articles Amendment required
under the HSR Act or any other applicable antitrust, competition or fair trade
laws with respect to the Merger. Subject to appropriate confidentiality
protections, the parties shall have an opportunity to review and comment on
drafts of all applications, notices, petitions, filings and other documents
made or prepared in connection with the items described in clauses (i) through
(iii) above, which comments shall be considered by the other party in good
faith, shall cooperate with each other in connection with the prompt making of
all such filings, will furnish to the other party such necessary information
and assistance as such other party may reasonably request with respect to the
foregoing and will provide the other party with copies of all filings made by
such party with any applicable Government Authority, and, upon request, any
other information supplied by such party to a Governmental Authority in
connection with this Agreement and the Merger.
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