asset acquisitions - Jackson Walker LLP

Appendix GEXCERPT FROM AGREEMENT AND PLAN OF MERGERDATED AS OF MAY 23, 2000 AMONGUAL CORPORATION,YELLOW JACKET ACQUISITION CORP.ANDUS AIRWAYS GROUP, INC.ARTICLE E VAdditional AgreementsSection 5.03 Efforts; Notification. (a) Upon the terms and subject to the conditions setforth in this Agreement, in order to consummate and make effective the Merger and the othertransactions contemplated by this Agreement, Parent shall effect the divestiture of the assets and theprovision of assets, facilities and services as described in Exhibit A hereto to a person or personsreasonably acceptable to the Company upon the terms and subject to the conditions set forth inExhibit A, it being understood that taking any or all of the actions described in this sentence shall inno way limit Parent’s obligations under the next following sentence. In addition, each of the partiesagrees to use all reasonable efforts to take, or cause to be taken, all the other actions that arenecessary, proper or advisable to consummate and make effective the Merger and the othertransactions contemplated by this Agreement, including using all reasonable efforts to accomplishthe following: (i) causing the conditions precedent set forth in Article VI to be satisfied, (ii)obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizationsfrom Governmental Entities and the making of all necessary registrations, declarations and filingsand (iii) obtaining all necessary consents, approvals or waivers from third parties. The parties shallpromptly after the date of this Agreement make all necessary filings and registrations with theGovernmental Entities, including filings under the HSR Act and submissions of informationrequested by Governmental Entities. In connection with and without limiting the foregoing, theCompany and its Board of Directors shall, if any state takeover statute or similar statute or regulationis or becomes applicable to this Agreement, the Merger or any of the other transactions contemplatedhereby, use its reasonable efforts to ensure that the Merger and the other transactions contemplatedby this Agreement are consummated as promptly as practicable on the terms contemplated by thisAgreement and otherwise to minimize the effect of such statute or regulation on this Agreement, theMerger and the other transactions contemplated hereby. The Company and Parent will provide suchassistance, information and cooperation to each other as is reasonably required to obtain any suchwaivers, consents, approvals, orders, and authorizations referred to above and, in connectiontherewith, will notify the other person promptly following the receipt of any comments from anyGovernmental Entity and of any request by any Governmental Entity for amendments, supplementsor additional information in respect of any registration, declaration or filing with such GovernmentalEntity and will supply the other person with copies of all correspondence between such person andany of its representatives, on the one hand, and any Governmental Entity on the other hand.3017390v1Appendix G- Page 1