Common use of Additional Agreements; Reasonable Efforts Clause in Contracts

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactions, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactions.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the TransactionsOffer and the Merger, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or and the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or and the Merger. (b) Prior to the consummation of the Offer or the MergerOffer, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactions, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactions.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company agrees Company, agree to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents Financing Documents requested by Purchaser, Purchaser and (iii) the satisfaction of the other parties' conditions to the consummation of the Offer Offer, the Stock Purchase Closing or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticeClosing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer Offer, the Stock Purchase Closing or the MergerMerger Closing. (b) Prior to the consummation of the Offer Offer, the Stock Purchase Closing, or the MergerMerger Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity - regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactions, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactions. (d) The Company agrees to use its reasonable best efforts to assist Purchaser in connection with structuring or obtaining any financing in connection with consummation of the Transactions, and Purchaser shall use its reasonable best efforts to obtain such financing.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon Upon the terms and subject to the conditions of this Agreement, each of the Purchaser and the Company agrees agree to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents Financing Documents requested by Purchaser, the Purchaser and (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticeMerger. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, each Each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactionstransactions contemplated hereby. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactionstransactions contemplated hereby. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactionstransactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactionstransactions contemplated hereby, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring the Purchaser to hold separate or divest, or to restrict the dominion or control of the Purchaser or any of its affiliates over, any of the assets, properties of businesses of the Purchaser, its affiliates or the Company, in each case case, as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactionstransactions contemplated hereby. (d) The Company agrees to use its reasonable best efforts to assist the Purchaser in connection with structuring or obtaining any financing in connection with consummation of the transactions contemplated hereby, and the Purchaser shall use its reasonable best efforts to obtain such financing.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, Merger upon the terms and subject to the conditions of this Agreement, each of Purchaser Purchaser, Acquisition Sub and the Company agrees agree to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions Merger as promptly as practicable practicable, including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions Offer and the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iviii) obtaining consents of all third parties necessary, proper or advisable for the cure consummation of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticethe Offer and the Merger. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, each party hereto shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other parties (or its their counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement Agreement, the Offer and the TransactionsMerger. Each party hereto shall promptly inform the other parties of any communication from any Governmental Entity regarding any of the TransactionsOffer or the Merger. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the TransactionsOffer or the Merger, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partyparties, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the TransactionsOffer or the Merger, the Company shall use its best commercially reasonable efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, 42 49 decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of or businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation Litigation brought by any Governmental Entity seeking to prevent the consummation of the TransactionsMerger.

Additional Agreements; Reasonable Efforts. (a) Prior Subject to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreementherein, Company, Parent, Holdco and Acquisition I each of Purchaser and the Company agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonable actions necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions as promptly as practicable the transactions contemplated by this Agreement (including, without limitation, the Mergers) and to reasonably cooperate with the others in connection with the foregoing, including using all reasonable efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign law or regulation, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby (including, without limitation, the Mergers), (iv) to effect all necessary registrations and filings including, but not limited to, filings and submissions of information requested or required by any domestic or foreign government or governmental or multinational authority, including, without limitation, the Antitrust Division of the United States Department of Justice, the Federal Trade Commission, any State Attorney General, or the European Commission ("Governmental Antitrust Authority"), and (v) to (i) fulfill all conditions to this Agreement. Company, Parent, Holdco and Acquisition I further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the preparation and filing ability of all forms, registrations and notices required to be filed the parties hereto to consummate the Transactions and transactions contemplated hereby, to use all reasonable efforts to prevent the taking of such actions entry, enactment or promulgation thereof, as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Mergercase may be. (b) Prior In furtherance and not in limitation of the foregoing, the Company, Parent, Holdco and Acquisition I shall use their respective best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby (including, without limitation, the Mergers) under any antitrust, competition or trade regulatory laws of any domestic or foreign government or governmental authority or any multinational authority, or any regulations issued thereunder ("Antitrust Laws"). Without limiting the generality of the foregoing, the Company, Parent, Holdco and Acquisition I shall (i) use their respective best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or unreasonably delay the consummation of the Offer transactions contemplated hereby, including, without limitation, defending through litigation on the merits and through any available appeals any claim asserted in any court by any party, and (ii) take any and all steps necessary to avoid (or eliminate) any impediment (including the Mergerinstitution of proceedings) under any Antitrust Laws that may be asserted by any Governmental Antitrust Authority with respect to the transactions contemplated hereby so as to enable the consummation of such transactions to occur reasonably expeditiously. The steps described in clause (ii) of the preceding sentence shall include, each without limitation, proposing, negotiating, committing to and effecting (by consent decree, hold separate order or otherwise) the sale, divestiture or disposition of such assets or businesses of Parent or its subsidiaries, the Company or its subsidiaries -- or otherwise taking or committing to take any action that limits its freedom of action with respect to any of the businesses, product lines or assets of Parent or its affiliates, the Company or its affiliates -- as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or unreasonably delaying the consummation of the transactions contemplated hereby (including, without limitation, the Mergers). Notwithstanding anything to the contrary contained in this Agreement, neither Parent, Holdco nor Acquisition I shall be required to take any action pursuant to Sections 5.6(a) or (b) if the taking of such action would have a material adverse effect on the business, assets, long-term earning capacity or financial condition of Parent and the Company (and their subsidiaries), taken as a whole. (c) The Company, Parent, Holdco and Acquisition I shall keep the other party apprised of the status of matters relating to the completion of the transactions contemplated hereby (including, without limitation, the Mergers) and shall promptly consult reasonably cooperate in connection with obtaining the requisite approvals, consents or orders of any Governmental Antitrust Authority, including, without limitation: (i) cooperating with the other parties hereto in connection with respect tofilings under the HSR Act or any other Antitrust Laws, provide any necessary information including, with respect to the party making a filing, (A) providing copies of all such documents to the non-filing parties and provide their advisers prior to filing (other than documents containing confidential business information that shall be shared only with outside counsel to the non-filing party), and (B) if requested, to accept all reasonable additions, deletions or changes suggested in connection with any such filing; (ii) furnishing to each other all information required for any application or other filing to be made pursuant to the HSR Act or any other Antitrust Laws in connection with the transactions contemplated by this Agreement; (or its counseliii) promptly notifying the others of, and if in writing furnishing the others with copies of, all filings made by such party any communications from or with any Governmental Entity Antitrust Authority with respect to the transactions contemplated by this Agreement (including, without limitation, the Mergers); (iv) permitting the other parties to review in advance and considering in good faith the views of one another in connection with any proposed communication with any Governmental Antitrust Authority in connection with proceedings under or relating to the HSR Act or any other information supplied by such party Antitrust Laws; (v) not agreeing to a participate in any meeting or discussion with any Governmental Entity Antitrust Authority in connection with this Agreement proceedings under or relating to the HSR Act or any other Antitrust Laws unless it consults with the other parties in advance, and, to the extent permitted by such Governmental Antitrust Authority, gives the other parties the opportunity to attend and the Transactions. Each participate thereat; and (vi) consulting and cooperating with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto shall promptly inform in connection with proceedings under or relating to the HSR Act or any other of any communication from any Governmental Entity regarding any of the TransactionsAntitrust Laws. If any party hereto or any affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity Antitrust Authority with respect to the Transactionstransactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partyparties, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the TransactionsParent, Holdco and Acquisition I will advise the Company shall use its best efforts promptly in respect of any understandings, undertakings or agreements (oral or written) which Parent, Holdco and Acquisition I propose to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) make or enter into any agreement with any Governmental Entity or to consent to any orderAntitrust Authority in connection with the transactions contemplated hereby (including, decree or judgment requiring Purchaser to hold separate or divestwithout limitation, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the TransactionsMergers).

Additional Agreements; Reasonable Efforts. (a) Prior Subject to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreementherein provided, each of Purchaser and the Company parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable laws and regulations to consummate and make effective the Transactions as promptly as practicable includingtransactions contemplated by this Agreement, but not limited to including (i) contesting any legal proceeding challenging the preparation Mergers and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation execution of any financing documents requested by Purchaseradditional instruments, (iii) including the satisfaction Articles of Merger, necessary to consummate the other parties' transactions contemplated hereby. Subject to the terms and conditions of this Agreement, each party hereto agrees to use commercially reasonable efforts to cause the Effective Time to occur as soon as practicable after the shareholder votes with respect to the Mergers. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action. FBR Group, Newco and FBR Asset each will use commercially reasonable efforts to obtain consents, approvals or waivers of all third parties and Regulatory Entities necessary, proper or advisable for the consummation of the Offer transactions contemplated by this Agreement; provided that, subject to Section 4.4 of the FBR Group Disclosure Schedule, nothing contained herein shall require FBR Group or the Merger and (iv) the cure Newco to agree to hold separate or to divest or dispose of any breaches (whether material of its or immaterial) of such partyFBR Asset's representationsbusinesses, warranties, covenants properties or agreements assets or cease engaging in this Agreement of which such party receives notice. In addition, no party hereto shall any business or otherwise take any action after which, individually or in the date hereof that would aggregate, could reasonably be expected to materially delay impair the obtaining ofability of Newco in any material respect to own and operate the respective assets and businesses of its subsidiaries, or result in not obtainingFBR Group and FBR Asset, any permission, approval or consent from any Governmental Entity necessary to be obtained prior after giving effect to the consummation of the Offer or the MergerMergers. (b) Prior to the consummation of the Offer or the Merger, each party shall promptly The parties hereto agree that they will consult with the each other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactionsobtaining of all permits, then such consents, approvals and authorizations of all Regulatory Entities and other third parties necessary or advisable to consummate the transactions contemplated by this Agreement and each party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with keep the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation apprised of the Transactions, status of matters relating to completion of the Company shall use its best efforts to effect such transferstransactions contemplated hereby. (c) Notwithstanding Subject to applicable laws governing the foregoingexchange of information, nothing each of FBR Group and FBR Asset will, upon request, furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement connection with any Governmental Entity filing, notice or to consent to any order, decree application made by or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control on behalf of Purchaser such other party or any of its affiliates over, subsidiaries to any of the assets, properties of businesses of Purchaser, its affiliates third party or the Company, in Regulatory Entity. (d) FBR Group and FBR Asset shall promptly advise each case as in existence on the date hereof, other upon receiving any communication from any Regulatory Entity whose consent or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the approval is required for consummation of the Transactionstransactions contemplated by this Agreement.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, Merger upon the terms and subject to the conditions of this Agreement, each of Purchaser Purchaser, Acquisition Sub and the Company agrees agree to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions Merger as promptly as practicable practicable, including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents Financing Documents reasonably requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) obtaining consents of all third parties necessary, proper or advisable for the cure consummation of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticethe Merger. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, each party hereto shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other parties (or its their counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the TransactionsMerger. Each party hereto shall promptly inform the other parties of any communication from any Governmental Entity regarding any of the TransactionsMerger. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the TransactionsMerger, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partyparties, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the TransactionsMerger, the Company shall use its best commercially reasonable efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of or businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation Litigation brought by any Governmental Entity seeking to prevent the consummation of the TransactionsMerger. (d) The Company agrees to use reasonable efforts to assist Purchaser in connection with structuring or obtaining the Financing in connection with consummation of the Merger.

Additional Agreements; Reasonable Efforts. (a) Prior Subject to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreementherein provided, each of Purchaser and the Company party agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable laws and regulations to consummate and make effective the Transactions as promptly as practicable the transactions contemplated by this Agreement, including, but not limited to without limitation, (ia) cooperation in the preparation and filing of all formsthe Offer Documents, registrations the Schedule 14D-9, the Proxy Statement, any filings that may be required under the HSR Act and notices required to be filed to consummate the Transactions and any amendments thereto, (b) the taking of such actions as are all action reasonably necessary, proper or advisable to secure any necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entityconsents under Material Contracts, (iic) the preparation of contesting any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions legal proceeding relating to the consummation of the Offer or the Merger and (ivd) the cure execution of any breaches additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, Parent and Merger Sub agree to use (whether material i) all reasonable efforts to cause the Effective Time to occur as soon as practicable after the shareholder vote with respect to the Merger and (ii) their respective best efforts to satisfy the conditions precedent set forth in the Commitment Letters (provided that nothing herein shall be deemed to be an obligation of Parent or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticeMerger Sub to increase the Per Share Amount). In addition, no party hereto shall take Parent and Merger Sub will not consent or agree to any action after the date hereof that would reasonably be expected to materially delay the obtaining ofamendment, waiver, modification or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation early termination of the Offer Commitment Letter in any manner adverse to Parent or the Merger. (b) Prior to the consummation of the Offer or the Merger, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactions, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or Merger Sub without the Company's prior written consent, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactionswhich shall not be unreasonably withheld.

Additional Agreements; Reasonable Efforts. (a) Prior Subject to the consummation of the last to occur of any of the Transactions, upon the terms and subject to conditions herein, the conditions of this AgreementCompany, Parent and Acquisition each of Purchaser and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonable actions necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions as promptly as practicable the transactions contemplated by this Agreement (including, but not limited without limitation, the Merger) and to reasonably cooperate with the others in connection with the foregoing, including using reasonable efforts (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvalsall necessary waivers, consentsconsents and approvals from other parties to material loan agreements, orders, exemptions or waivers by any third party or Governmental Entityleases and other contracts, (ii) the preparation of to obtain all consents, approvals and authorizations that are required to be obtained under any financing documents requested by Purchaserfederal, state, local or foreign law or regulation, (iii) the satisfaction of the to defend any lawsuits or other parties' conditions to legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or Offer, the Merger and the other transactions contemplated by this Agreement and to seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that is in effect and that could restrict, prevent or prohibit the consummation of the transactions contemplated hereby, including, without limitation, by using reasonable efforts to pursue all avenues of judicial and administrative appeal and (iv) the cure of to execute and deliver any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity additional instruments necessary to be obtained prior to consummate the consummation of Offer, the Offer or Merger and the Mergerother transactions contemplated by this Agreement. (b) Prior The Company, Parent and Acquisition shall keep the other parties apprised of the status of matters relating to the consummation completion of the Offer or transactions contemplated hereby (including, without limitation, the Merger) and shall reasonably cooperate in connection with obtaining the requisite approvals, each party shall promptly consult consents or orders of any Governmental Entity, including, without limitation: (i) cooperating with the other parties hereto in connection with respect tofilings under the HSR Act and compliance with any other federal, provide any necessary information state or foreign antitrust or competition laws (“Antitrust Laws”), including, with respect to the party making a filing, providing copies of all such documents to the non-filing parties and provide their advisers prior to filing (other than the portions of documents containing confidential business information, which portions shall be shared only with outside counsel to the non-filing party); (ii) furnishing to each other all information required for any application or other filing to be made pursuant to the HSR Act or any other Antitrust Laws in connection with the transactions contemplated by this Agreement; (or its counseliii) promptly notifying the others of, and if in writing furnishing the others with copies of, all filings made by such party any communications from or with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactionstransactions contemplated by this Agreement (including, then such party will endeavor without limitation, the Merger); (iv) permitting the other parties to review in advance and considering in good faith the views of one another in connection with any proposed communication with any Governmental Entity in connection with proceedings under or relating to make, the HSR Act or cause any other Antitrust Laws; and (v) not agreeing to be made, as soon as reasonably practicable and after consultation participate in any meeting or discussion with any Governmental Entity in connection with proceedings under or relating to the HSR Act or any other Antitrust Laws unless it consults with the other partyparties in advance, an appropriate response in compliance with such request. To and, to the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of permitted by such Governmental Entity, gives the Transactions, other parties the Company shall use its best efforts opportunity to effect such transfersattend and participate thereat. (c) Notwithstanding the foregoingThe Company shall and shall cause its subsidiaries to, nothing in this Agreement shall be deemed use reasonable efforts to require Purchaser to (i) enter into any agreement maintain its existing insurance coverages or similar coverages with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactionscomparable insurance companies.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon Upon the terms and subject to the conditions of this Agreement, each of Parent, Purchaser and the Company agrees agree to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Laws to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger Merger, and (iii) contesting any legal proceeding challenging the Merger, and (iv) the cure execution of any breaches (whether material or immaterial) additional instruments, including the Articles of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, each party hereto agrees to use reasonable best efforts to cause the Effective Time to occur as soon as practicable after the stockholder vote, if any, with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use reasonable best efforts to take all such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticenecessary action. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to delay materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, each Each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactionstransactions contemplated hereby. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactionstransactions contemplated hereby. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactionstransactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactionstransactions contemplated hereby, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of or businesses of Purchaser, its affiliates or the Company, in each case case, as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactionstransactions contemplated hereby. (d) Each of the Company, on the one hand, and Parent and Purchaser, on the other hand, shall not, and shall use commercially reasonable efforts to cause their respective Subsidiaries not to, take any action that would result in (i) any representations and warranties of such party (without giving effect to any "knowledge" qualification) set forth in this Agreement becoming untrue, or (ii) any of the conditions to the Merger set forth in Article VII or Annex I not being satisfied.

Additional Agreements; Reasonable Efforts. (a) Prior Subject to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws and regulations to consummate and make effective the Transactions as promptly as practicable includingtransactions contemplated by this Agreement, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions subject to the consummation appropriate vote of the Offer or the Merger and (iv) the cure shareholders of any breaches (whether material or immaterial) of such party's representationsUSW described in Section 8.1(a), warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation including cooperating fully with the other party, including by provision of information and making all necessary filings under the HSR Act. ACC and USW will use their reasonable best efforts to resolve any competitive issues relating to or arising under the HSR Act or any other federal or state antitrust or fair trade law raised by any Governmental Entity. If such offers are not accepted by such Governmental Entity, ACC (with USW's cooperation) may pursue all litigation resulting from such issues. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In the event of a challenge to the transactions contemplated by this Agreement pursuant to the HSR Act, ACC and USW shall use all reasonable efforts to defeat such challenge, including by institution and defense of litigation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any portion of its business or otherwise take action that could reasonably be expected to have an appropriate response in compliance with such requestACC Material Adverse Effect or a USW Material Adverse Effect. To In case, at any time after the extent that transfers of Company Permits are required as a result of execution Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement or consummation to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the TransactionsConstituent Corporations, the Company shall use its best efforts proper officers and directors of each party to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactionstake all such necessary action.

Additional Agreements; Reasonable Efforts. (a) Prior Subject to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreementherein provided, each of Purchaser and the Company parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable laws and regulations to consummate and make effective the Transactions as promptly as practicable includingtransactions contemplated by this Agreement, but not limited to including (i) contesting any legal proceeding challenging the preparation Merger and filing (ii) the execution of all forms, registrations and notices required to be filed any additional instruments necessary or convenient to consummate the Transactions transactions contemplated hereby. Subject to the terms and conditions of this Agreement, each party hereto agrees to use commercially reasonable efforts to cause the taking of such actions Effective Time to occur as are soon as practicable after the Parent Shareholder Approval with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action. The Company, the Sellers, Merger Sub and Parent each will use commercially reasonable efforts to obtain any requisite approvals, consents, orders, exemptions approvals or waivers of all third parties and Regulatory Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement (other than any consents, approvals or waivers of any third party or Governmental EntityRegulatory Entities with respect to any Investment Management Contract); provided, (ii) that nothing contained herein shall require the preparation Sellers, the Company, Merger Sub or Parent to agree to hold separate or to divest or dispose of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such partyentity's representationsrespective businesses, warranties, covenants properties or agreements assets or cease engaging in this Agreement of which such party receives notice. In addition, no party hereto shall any business or otherwise take any action after which, individually or in the date hereof that would aggregate, could reasonably be expected to materially delay impair the obtaining ofability of the Surviving Corporation in any material respect to own and operate the respective assets and businesses of the Company, or result the Parent to continue to own the assets and engage in not obtainingthe businesses which it currently owns or engages in, any permission, approval or consent from any Governmental Entity necessary to be obtained prior after giving effect to the consummation Merger. Notwithstanding anything to the contrary contained in this Section 5.5, neither Parent, the Company nor the Sellers will be required to pay any money, furnish any consideration, modify any agreement or incur any liability or obligation in order to satisfy its obligations to obtain consents, approvals or waivers of the Offer or the Mergerany third party (other than a Regulatory Entity) under this Section 5.5. (b) Prior to the consummation of the Offer or the Merger, each party shall promptly The parties hereto agree that they will consult with the each other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactionsobtaining of all permits, then such consents, approvals and authorizations of all Regulatory Entities and other third parties necessary or advisable to consummate the transactions contemplated by this Agreement and each party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with keep the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation apprised of the Transactions, status of matters relating to completion of the Company shall use its best efforts to effect such transferstransactions contemplated hereby. (c) Notwithstanding Subject to applicable laws governing the foregoingexchange of information, nothing each of the Company and Parent will, upon request, furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement connection with any Governmental Entity filing, notice or to consent to any order, decree application made by or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control on behalf of Purchaser such other party or any of its affiliates over, subsidiaries to any third party or Regulatory Entity. (d) The Company and Parent shall promptly advise each other upon receiving any communication from any Regulatory Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement. (e) With respect to the exercise or enforcement of any of the assetsrights or remedies of Parent pursuant to this agreement, properties the members of businesses the Parent Board and the Audit Committee of Purchaser, its affiliates the Parent Board who are not Sellers or officers or employees of the Surviving Corporation shall make all determinations and take all actions on behalf of Parent. (f) The Sellers acknowledge that all Company employees participate in Plans maintained by Parent and that there is no requirement to transition such Company employees from Plans maintained by the Company, in each case . (g) Each of the Sellers has entered into as in existence on of the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent hereof an employment agreement with the consummation of Parent which agreement shall become effective at the TransactionsEffective Time.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon Upon the terms and subject to the conditions of this Agreement, each of Parent, Purchaser and the Company agrees agree to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Laws to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger Merger, and (iii) contesting any legal proceeding challenging the Merger, and (iv) the cure execution of any breaches (whether material or immaterial) additional instruments, including the Articles of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, each party hereto agrees to use reasonable best efforts to cause the Effective Time to occur as soon as practicable after the stockholder vote, if any, with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use reasonable best efforts to take all such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticenecessary action. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to delay materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactions, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactions.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, Merger upon the terms and subject to the conditions of this Agreement, each of Purchaser Purchaser, Acquisition Sub and the Company agrees agree to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Transactions Merger as promptly as practicable practicable, including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents Financing Documents reasonably requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) obtaining consents of all third parties necessary, proper or advisable for the cure consummation of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticethe Merger. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger.hereto (b) Prior to the consummation of the Offer or the Merger, each party hereto shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other parties (or its their counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the TransactionsMerger. Each party hereto shall promptly inform the other parties of any communication from any Governmental Entity regarding any of the TransactionsMerger. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the TransactionsMerger, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partyparties, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the TransactionsMerger, the Company shall use its best commercially reasonable efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of or businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation Litigation brought by any Governmental Entity seeking to prevent the consummation of the TransactionsMerger. (d) The Company agrees to use reasonable efforts to assist Purchaser in connection with structuring or obtaining the Financing in connection with consummation of the Merger.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the TransactionsEffective Time, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company Company, agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws laws, rules or regulations to consummate and make effective the Transactions as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents Financing Documents reasonably requested by Purchaser, Purchaser and (iii) the satisfaction of the other parties' conditions to the consummation of the Debt Offer or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives noticeClosing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer Closing. The Company agrees to use its reasonable efforts to assist Purchaser in connection with structuring or obtaining any financing for Purchaser and/or the MergerCompany and its Subsidiaries in connection with consummation of the Transactions, and Purchaser shall use its reasonable efforts to obtain such financing for Purchaser and/or the Company and its Subsidiaries. At the request of Purchaser from time to time, the Company agrees to use its reasonable efforts to cause members of its senior management to participate in any "roadshow" or other presentations to potential investors in connection with the obtaining of any financing for Purchaser and/or the Company and its Subsidiaries in connection with the Transactions. (b) Prior to the consummation of the Offer or the MergerEffective Time, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactions, the Company and Purchaser shall use its best all reasonable efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser or any of its affiliates to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the CompanyCompany or any of its Subsidiaries, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactions. (d) The parties hereto agree that substantially concurrent with the Closing, unless otherwise requested by Purchaser, the Company shall, or shall cause its appropriate Subsidiary to, sell and convey all of the outstanding capital stock of Circon to an affiliate of Purchaser (the "CIRCON BUYER") on the terms previously disclosed to the Company by Purchaser and as contemplated by the Financing Documents and the Management Rollover Plan (as defined in Section 6.1(b)) or on such other terms as Purchaser shall reasonably request, and the parties hereto agree to execute any agreement, amendment or other documentation necessary or desirable to accomplish such structure modification (including modifications to any financing arrangements) (collectively, the "CIRCON SALE"); PROVIDED that the Company shall not be required to take any action or enter into any agreement or amendment that would have the effect of reducing the Per Share Amount or otherwise reducing the consideration to be received by holders of Company Common Stock (other than Purchaser or the Specified Shareholders). (e) Provided that any such action does not have a Purchaser Material Adverse Effect or materially delay the Closing, then any other provision of this Agreement to the contrary notwithstanding, Purchaser may amend or revise the Commitment Letters, amend, increase, decrease or replace any component of the Debt Funding or other financings referred to in Section 4.5, or enter into new, replacement or additional financing arrangements, through itself or any affiliate of itself or of persons controlling Purchaser, in connection with the Debt Funding or other financings referred to in Section 4.5 or otherwise to facilitate the transactions contemplated by this Agreement.

Additional Agreements; Reasonable Efforts. (a) Prior Subject to the consummation of the last to occur of any of the Transactions, upon the terms and subject to the conditions of this Agreement, each of Purchaser and the Company parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws and regulations to consummate and make effective the Transactions as promptly as practicable includingtransactions contemplated by this Agreement, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions subject to the consummation appropriate vote of the Offer or the Merger shareholders of Cigarette and (iv) the cure shareholders of any breaches (whether material or immaterial) of such party's representationsAlchemy described in Section 6.6, warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation including cooperating fully with the other party, including by provision of information and making all necessary filings under the HSR Act, if applicable. Alchemy and Cigarette will use their reasonable best efforts to resolve any competitive issues relating to or arising under the HSR Act or any other federal or state antitrust or fair trade law raised by any Governmental Entity. If such offers are not accepted by such Governmental Entity, Alchemy (with Cigarette's cooperation) shall pursue all litigation resulting from such issues. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In the event of a challenge to the transactions contemplated by this Agreement pursuant to the HSR ACT, Alchemy and Cigarette shall use their reasonable best efforts to defeat such challenge, including by institution and defense of ligation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any portion of its business or otherwise take action that could reasonably be expected to have a Cigarette Material Adverse Effect or an appropriate response Alchemy Material Adverse Effect. Without limiting the foregoing, in compliance with the event that either the Federal Trade Commission or the Antitrust Division of the United States Department of Justice should issue a Request for Additional Information or Documentary Material under 17 C.F.R. Section 803.20 (a "Second Request"), then Alchemy and Cigarette each agree to use their reasonable best efforts to respond fully to such requestSecond Request within 20 days after its receipt and shall promptly make any further filings or information submissions and make any employee available for interview or testimony pursuant to the foregoing (both before and after any Second Request) that may be necessary, proper or advisable. To In case at any time after the extent that transfers of Company Permits are required as a result of execution effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or consummation to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the TransactionsConstituent Corporations, the Company shall use its best efforts proper officers and directors of each party to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactionstake all such necessary action.

Additional Agreements; Reasonable Efforts. (a) Prior to the consummation of the last to occur of any of the Transactions, upon Upon the terms and subject to the conditions of this Agreement, each of Parent, Purchaser and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Laws to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any financing documents requested by Purchaser, (iii) the satisfaction of the other parties' conditions to the consummation of the Offer or the Merger and (iv) the cure of any breaches (whether material or immaterial) of such party's representations, warranties, covenants or agreements in this Agreement of which such party receives notice. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Offer or the Merger. (b) Prior to the consummation of the Offer or the Merger, and (iii) contesting any legal proceeding challenging the Merger, and (iv) the execution of any additional instruments, including the Articles of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement and the applicable provision of the MGCL, each party hereto agrees to use reasonable best efforts to cause the Effective Time to occur as soon as practicable after the stockholder vote, if any, with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall use reasonable best efforts to take all such necessary action. (b) Each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactionstransactions contemplated hereby. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of Company Permits are required as a result of execution of this Agreement or consummation of the Transactions, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to (i) enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its affiliates over, any of the assets, properties of businesses of Purchaser, its affiliates or the Company, in each case as in existence on the date hereof, or (ii) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the Transactions.transactions contemplated