This excerpt taken from the VRSN 8-K filed Nov 23, 2005.
4.3 Filings and Consents.
(a) Each party shall use commercially reasonable efforts: (i) to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Transactions, together with a request for early termination of the applicable waiting period; and (ii) to give all notices required to be given by such party and use commercially reasonable efforts to obtain each Consent required to be obtained by such party, in each case in connection with the Transactions, including: (A) the Consents required under the Seller Contracts identified in Part 2.13 of the Disclosure Schedule; and (B) the consent of each party to a Shared Seller Contract to the assignment to Purchasers of the rights under such Shared Seller Contract that relate the Business or any of the Business Offerings. Without limiting the generality of the foregoing, Seller, Purchaser and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, Antitrust Laws) in connection with the Transactions. Seller, Purchaser and Parent shall use
commercially reasonable efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any second request) received from the Federal Trade Commission or the U.S. Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters.
(b) Subject to compliance with applicable Legal Requirements, Parent and Purchaser shall use commercially reasonable efforts to provide to Seller, and Seller shall use commercially reasonable efforts to provide to Parent and Purchaser, as promptly as practicable any information that is required in order to effectuate any filings or applications by Purchaser, Parent or Seller, as the case may be, pursuant to Section 4.3(a). Except where prohibited by applicable Legal Requirements, each of Seller, Parent and Purchaser shall use commercially reasonable efforts to: (i) consult with and consider the views of the other party regarding material positions being taken in material filings to be made under Antitrust Laws in connection with the Transactions; (ii) provide the other (and its counsel) as promptly as practicable with copies of all material filings and material written submissions made by such party with any Governmental Body under any antitrust law in connection with the Transactions (it being understood that such filings and submissions may be redacted by a party prior to providing a copy thereof to the other party to remove information that such party believes in good faith to be confidential, proprietary or competitively sensitive).
4.4 Notification of Certain Matters. During the Pre-Closing Period, Seller shall promptly notify Purchaser in writing of: (a) the discovery by Seller or any Subsidiary of Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of any representation or warranty made by Seller in this Agreement; (b) the discovery by Seller or any Subsidiary of Seller of any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of any representation or warranty made by Seller in this Agreement if: (i) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (c) the discovery by Seller or any Subsidiary of Seller of any breach of any covenant or obligation of Seller contained in this Agreement; (d) any Seller Contract related to the Business entered into during the Pre-Closing Period that would reasonably be expected to be included in the Transferred Assets (it being understood that with respect to any such Seller Contract that is a click-through merchant Contract, the disclosure required by this clause (d) need only be made once per week); and (e) the discovery by Seller or any Subsidiary of Seller of any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 5 or Section 6 impossible or unlikely. No notification under this Section 4.4 or otherwise shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: (i) determining the accuracy of any representation or warranty made by Seller in this Agreement (for purposes of Section 8 or otherwise); or (ii) determining whether any of the conditions set forth in Section 5 has been satisfied.
4.5 No Negotiation. Seller shall ensure that, during the Pre-Closing Period, neither Seller nor any Subsidiary of Seller (or any of their respective Representatives), directly or indirectly: (a) solicits or knowingly encourages the initiation of any inquiry, proposal or offer from any Person (other than Parent or Purchaser) relating to any Prohibited Transaction; (b) participates in any discussions or negotiations with, or provides any non public information to, any Person (other than Parent or Purchaser) relating to any proposed Prohibited Transaction (other than to indicate that Seller will not discuss or negotiate any Prohibited Transaction); or (c) enter into any Contract relating to, any inquiry, proposal or offer from any Person (other than Parent or Purchaser) relating to any Prohibited Transaction.
4.6 Reasonable Efforts. During the Pre-Closing Period, Seller shall use its reasonable efforts to cause (and Seller shall ensure that its Subsidiaries use their reasonable efforts to cause) the conditions set forth in Section 5 to be satisfied on a timely basis and Purchaser and Parent shall use their respective reasonable efforts to cause the conditions set forth in Section 6 to be satisfied on a timely basis.
4.7 Registration Rights Agreement; Investor Certification. If Purchaser makes the Stock Payment Election, (a) Purchaser shall cause Parent to enter into the Registration Rights Agreement, in substantially the form
attached hereto as Exhibit C (the Registration Rights Agreement), governing the shares of Parent Common Stock to be issued by Parent in connection with the Transactions; and (b) Seller shall enter into the Investor Certification and Agreement in substantially the from of Exhibit D (the Investor Certification).
4.8 Termination of Certain Agreements. Effective as of the Closing, the parties hereto agree that the Payment Services Integration and Channel Sales Agreement, dated December 31, 2004, between Seller and Purchaser, and all rights and obligations of the parties thereunder, shall terminate. Prior to the Closing, Seller shall terminate, or cause to be terminated, effective as of the Closing that certain Master License Agreement between Seller and VeriSign Australia Limited dated July 1, 2002, as amended on March 28, 2004.