Common use of All Reasonable Efforts Clause in Contracts

All Reasonable Efforts. Mesa and Armada shall cooperate with each other and use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and Applicable Laws to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement as soon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Third Party or Governmental Entity to consummate the Acquisition or any of the other transactions contemplated by this Agreement (provided that, notwithstanding the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) pay, or agree or commit to pay, to any Person whose consent is being solicited any cash or other consideration (other than de minimis amounts), (B) incur, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, and (iii) the execution and delivery of any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby. Subject to Applicable Laws relating to the exchange of information, Armada and Mesa shall have the right to review in advance, and, to the extent practicable, each will consult with the other on all of the information relating to Armada or Mesa, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Acquisition and the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing rights, each of Mesa and Armada shall act reasonably and as promptly as practicable.

All Reasonable Efforts. Mesa (a) Upon the terms and Armada shall cooperate subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each other and of the parties to this Agreement will use commercially all reasonable efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement to ensure that the conditions to the Merger set forth in Article VII are satisfied and Applicable Laws to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) preparing obtaining all necessary actions or non-actions, waivers, consents and filing approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable all documentation (and in any event within 15 Business Days of the date of this Agreement), an appropriate filing of a Notification and Report Form pursuant to effect all necessary notices, reports the HSR Act with respect to the transactions contemplated hereby and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary not extending any waiting period under the HSR Act or advisable to be obtained from entering into any Third Party agreement with the U.S. Federal Trade Commission (the “FTC”) or Governmental Entity the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) not to consummate the Acquisition or any of the other transactions contemplated by this Agreement (provided thatAgreement, notwithstanding except with the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without prior written consent of the other Party’s prior written consentparty hereto, be permitted(iii) making, as promptly as practicable, appropriate filings under any other antitrust, competition or pre-merger notification, trade regulation law, regulation or order, (iv) subject to (A) pay, or agree or commit first having used all reasonable efforts to pay, to negotiate a resolution of any Person whose consent is being solicited any cash objections underlying such lawsuits or other consideration (legal proceedings, defending and contesting any lawsuits or other than de minimis amounts)legal proceedings, (B) incurwhether judicial or administrative, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, reversed and (iiiv) the execution executing and delivery of delivering any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement hereby, and to fully carry out the purposes of this Agreement Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (except as required by the terms of the applicable Contract). (b) Parent, Purchaser and the transactions contemplated hereby. Subject Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to Applicable Laws relating this Section 6.9, subject to applicable Law, by permitting counsel for the exchange of information, Armada and Mesa shall have the right other party to review in advance, andand consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the extent practicable, each will consult other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted on the advice of outside counsel as necessary to address good faith legal privilege or confidentiality concerns. (c) Each of Parent, Purchaser and the Company will promptly inform the other on all party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the information relating to Armada transactions contemplated by this Agreement. If Parent, Purchaser or Mesa, as the case may be, and Company (or any of their respective SubsidiariesAffiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, that appears 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. The parties agree not to participate, or to permit their Affiliates to participate, in any filing made with, substantive meeting or written materials submitted to, any Third Party and/or discussion with any Governmental Entity in connection with the Acquisition transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.9, if any objections are asserted with respect to the transactions contemplated hereby under any antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, Antitrust Division or any other applicable Governmental Entity challenging any of the transactions contemplated hereby as violative of any antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby, each of Parent, Purchaser and the Company shall use its reasonable efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of Parent or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Proxy Statement). In exercising Shares) or (iii) enter into any agreement that in any way limits the foregoing rightsownership or operation of any business of Parent, each the Company, the Surviving Corporation or any of Mesa and Armada shall act reasonably and as promptly as practicabletheir respective Affiliates.

All Reasonable Efforts. Mesa (a) Upon the terms and Armada shall cooperate subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each other and of the parties to this Agreement will use commercially all reasonable efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, things necessary, proper or advisable to ensure that the conditions to the Offer set forth on its part under this Agreement Annex I hereto and Applicable Laws the conditions to the Merger set forth in Article VII are satisfied and to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect obtaining all necessary noticesactions or nonactions, reports waivers, consents and other approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary an approval or advisable to be obtained from any Third Party or Governmental Entity to consummate the Acquisition or any of the other transactions contemplated by this Agreement (provided that, notwithstanding the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) paywaiver from, or agree to avoid an action or commit to pay, to any Person whose consent is being solicited any cash or other consideration (other than de minimis amounts), (B) incur, or agree or commit to incurproceeding by, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties)Entity, (ii) the defending making, as promptly as practicable, appropriate filings under any antitrust, competition or premerger notification, trade regulation law, regulation or order, (iii) subject to first having used all reasonable efforts to negotiate a resolution of any stockholder objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, reversed and (iiiiv) the execution executing and delivery of delivering any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement hereby, and to fully carry out the purposes of this Agreement Agreement. (b) Parent, Purchaser and the transactions contemplated hereby. Subject Company will cooperate fully with, furnish information to, and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to Applicable Laws relating this Section 6.9, subject to applicable Law, by permitting counsel for the exchange of information, Armada and Mesa shall have the right other party to review in advance, and, to and consider in good faith the extent practicable, each will consult with views of the other on party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all of the information relating to Armada or Mesa, as the case may be, filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any of their respective Subsidiaries, that appears in any filing made with, other information supplied by such party and such party’s Affiliates to a Governmental Entity or written materials submitted to, any Third Party and/or any received from such a Governmental Entity in connection with the Acquisition transactions contemplated by this Agreement; provided, however, that material may be redacted (i) as necessary to comply with contractual arrangements, and (ii) as necessary to address good faith legal privilege or confidentiality concerns. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the other consummation of the transactions contemplated by this Agreement (including at the Proxy Statement). In exercising behest of any Governmental Entity without the foregoing rights, each consent of Mesa and Armada shall act reasonably and as promptly as practicablethe other party hereto.

All Reasonable Efforts. Mesa (a) Subject to the terms and Armada conditions herein, each of the Parties shall cooperate with each other and use commercially reasonable efforts all Commercially Reasonable Efforts to take take, or cause to be taken taken, all actionsaction and to do, and do or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and Applicable applicable Laws to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement as soon expeditiously as practicable, the Transactions, including (i) preparing using all Commercially Reasonable Efforts to obtain all necessary or appropriate waivers, consents and filing as promptly as practicable all documentation approvals, to effect all necessary noticesregistrations, reports and other filings and submissions, including required approvals by any Educational Agency and under the applicable state Laws and to obtain lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as promptly expeditiously as practicable all possible), subject, however, to the requisite votes of the stockholders of the Company; (ii) providing such information and communications to Governmental Authorities as they may reasonably request and (iii) executing and delivering any additional certificates, agreements, instruments, reports, schedules, statements, consents, registrations, approvals, permits documents and authorizations information necessary or advisable to be obtained from any Third Party or Governmental Entity to consummate the Acquisition or any Merger, and fully carrying out the purposes of, this Agreement. Each of the other transactions contemplated by this Agreement (provided Company, Buyer and Merger Sub agrees that, notwithstanding the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) pay, or agree or commit to pay, to any Person whose consent is being solicited any cash or other consideration (other than de minimis amounts), (B) incur, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or except as otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking it shall not take any action, or fail to take any action, which action or failure to act would reasonably be expected to have a Company Material Adverse Effect or Buyer Material Adverse Effect. (b) In furtherance of and without limitation of the foregoing, each of the Company, Buyer and Merger Sub shall (i) respond as promptly as reasonably practicable to any stay reasonable inquiries or temporary restraining order entered by requests received from any court Governmental Authority for additional information or documentation, (ii) promptly notify the other Parties hereto of any written communication to that Party or its Affiliates from any Governmental Entity Authority and, subject to applicable Law, permit the other Parties to review in advance any such stockholder lawsuit vacated or reversedproposed written communication to any of the foregoing (and consider in good faith the views of the other parties in connection therewith), and (iii) provide the execution other Parties hereto, subject to applicable Law, with copies of all material correspondence, filings, and delivery communications between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority of any additional ancillary instruments necessary their respective staffs on the other hand, with respect to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby. Subject to Applicable Laws relating to Merger; all with a view towards the exchange of information, Armada and Mesa shall have the right to review in advance, and, to the extent practicable, each will consult with the other on all prompt completion of the information relating to Armada or Mesa, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Acquisition Merger and the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing rights, each of Mesa and Armada shall act reasonably and as promptly as practicableTransactions.

All Reasonable Efforts. Mesa Subject to the terms and Armada shall cooperate with conditions herein ---------------------- provided, each other and of the parties agrees to use commercially all reasonable efforts to take take, or cause to be taken all actionstaken, and do to do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement applicable laws and Applicable Laws regulations to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement as soon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Third Party or Governmental Entity to consummate the Acquisition or any of the other transactions contemplated by this Agreement (provided that, notwithstanding the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) pay, or agree or commit to pay, to any Person whose consent is being solicited any cash or other consideration (other than de minimis amounts), (B) incur, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, and (iii) the execution and delivery of any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, using reasonable efforts to fully carry out lift or rescind any injunction or restraining order or other order adversely affecting the purposes of this Agreement and the transactions contemplated hereby. Subject to Applicable Laws relating to the exchange of information, Armada and Mesa shall have the right to review in advance, and, to the extent practicable, each will consult with the other on all ability of the information relating parties to Armada or Mesaconsummate the Merger; provided, as the case may be, and any of their respective Subsidiarieshowever, that appears in nothing contained herein shall require Keystone to agree to any filing made with, condition or written materials submitted to, requirement which is sought or imposed by any Third Party and/or any Governmental Entity regulatory authority in connection with the Acquisition regulatory approvals referred to in Sections 2.01(b) and 2.02(d) hereof and which Keystone reasonably considers to be materially adverse to its interests. Each party agrees to use all reasonable efforts to fulfill, or cause to be fulfilled, all conditions provided hereunder to the obligations of the other party to consummate the Merger. Each party will, and will cause its subsidiaries to, use its best efforts to obtain all consents of third parties required in connection with this Agreement or the transactions contemplated by hereby under any other contract or agreement of such party or its subsidiaries. Nothing contained in this Agreement (including Section 6.07 shall require NAB or any of its directors or officers to take any action if NAB's Board of Directors, after consulting with counsel, determines that such action should not be taken in the Proxy Statement). In exercising the foregoing rightsexercise of its fiduciary duties; provided, each of Mesa that this sentence shall apply only to this Section -------- 6.07 and Armada shall act reasonably and as promptly as practicablenot override any other covenant or provision contained herein.

All Reasonable Efforts. Mesa (a) Prior to the Closing, upon the terms and Armada shall cooperate with subject to the conditions set forth in this Agreement, each other and of the Parties agrees to use commercially all reasonable efforts to take take, or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other Parties in doing, all things, things necessary, proper or advisable on its part under this Agreement and Applicable Laws (including any antitrust matters in any foreign jurisdiction) to consummate and make effective effective, in the Acquisition and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable efforts to accomplish the following: (i) preparing and filing as promptly as practicable taking all documentation reasonable acts necessary to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable cause the conditions precedent set forth in Article VII to be obtained from any Third Party or Governmental Entity to consummate the Acquisition or any of the other transactions contemplated by this Agreement (provided that, notwithstanding the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) pay, or agree or commit to pay, to any Person whose consent is being solicited any cash or other consideration (other than de minimis amounts), (B) incur, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties)satisfied, (ii) obtaining all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including in any foreign jurisdiction) and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and taking all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending of any stockholder lawsuits suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreementhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, reversed and (iiiv) the execution and or delivery of any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement by, and to fully carry out the purposes of, this Agreement. (b) Without limiting the generality of this Agreement the foregoing, Purchaser, Seller and the transactions contemplated hereby. Subject to Applicable Laws relating to the exchange of information, Armada and Mesa shall have the right to review in advance, andCompany shall, to the extent practicablenot otherwise completed prior hereto, each will consult with promptly after the other on all date of this Agreement, prepare and file the information relating to Armada or Mesa, as the case may be, and any of their respective Subsidiaries, that appears notifications required in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity foreign jurisdiction in connection with the Acquisition Transaction, if any. Seller and Purchaser shall respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentations. Seller and Purchaser shall (i) give the other Party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Entity with respect to the Transaction or any of the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing rights, each of Mesa and Armada shall act reasonably and as promptly as practicable.Agreement,

All Reasonable Efforts. Mesa (a) Subject to the terms and Armada conditions of this Agreement, each of Parent and the Company shall, and shall cooperate with each other and cause its Subsidiaries to, use commercially all reasonable efforts (or best efforts with respect to take the covenant in Section 5.10) (i) to take, or cause to be taken taken, all actions, and do or cause to be done all things, actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its part under this Agreement and Applicable Laws Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VI hereof, to consummate the Merger as promptly as practicable and make effective (ii) to obtain (and to cooperate with the Acquisition other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated hereby or to satisfy the condition set forth in Section 6.2(k), and to comply with the terms and conditions of any such consent, authorization, order or approval. (b) Without limiting the foregoing, the Company and Parent shall duly file with the FTC and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Merger as promptly as practical, but in no event later than the seventh Business Day following the date hereof. The HSR Filings shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by this Agreement the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. Parent and the Company shall furnish to each other all such information as soon as practicableis necessary to prepare any such registration, including declaration or filing. Parent and the Company each shall pay the filing fees with respect to the HSR Filing filed by it and any other such registration, declaration or filing. Parent and the Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity with respect to the Merger. (c) Notwithstanding anything to the contrary, (i) preparing and filing as promptly as practicable all documentation neither the Company nor the Parent shall be under any obligation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary litigate before or advisable to be obtained from any Third Party or Governmental Entity to consummate the Acquisition or any of the other transactions contemplated by this Agreement (provided that, notwithstanding the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) pay, or agree or commit to pay, to any Person whose consent is being solicited any cash or other consideration (other than de minimis amounts), (B) incur, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, and (iii) the execution and delivery of any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby. Subject to Applicable Laws relating to the exchange of information, Armada and Mesa shall have the right to review in advance, and, to the extent practicable, each will consult with the other on all of the information relating to Armada or Mesa, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted tocontest any order or decree, or defend against any Third Party and/or such actions or proceedings commenced by any Governmental Entity in connection respect of the antitrust, competition, merger control or similar laws and rules or regulations, and (ii) neither Parent nor any of its Subsidiaries or affiliates shall be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action that could reasonably be expected to limit (A) the freedom of action of Parent or its Subsidiaries or Affiliates with respect to the operation of, or Parent’s or its Subsidiaries’ or Affiliates’ ability to retain, the Company or any businesses, product lines or assets of the Company, or (B) the ability to retain, own or operate any portion of the businesses, product lines, or assets, of Parent or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of the Company, Parent or its Subsidiaries or Affiliates. If any such party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party will endeavor in good faith to make, or cause to be made, as soon as possible and after consultation with the Acquisition other parties, an appropriate response in compliance with such request. Parent and the Merger Sub, on the one hand, and the Company, on the other transactions contemplated by this Agreement hand, shall promptly inform the other of any material communication from the United States Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding any of the Merger. (including d) Prior to the Proxy Statement). In exercising the foregoing rightsClosing, each party shall use reasonable best efforts to refrain from taking any action or failing to take any action, which action or failure to act would cause, or be reasonably likely to cause, the Merger to fail to qualify as a reorganization within the meaning of Mesa and Armada shall act reasonably and as promptly as practicableSection 368(a) of the Code.

All Reasonable Efforts. Mesa (a) Subject to the terms and Armada shall cooperate with each other conditions of this Agreement, the Purchaser and the Company agree to use commercially all reasonable efforts to take take, or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and Applicable Laws (subject to any applicable laws) to consummate and make effective the Acquisition Merger and the other transactions contemplated by this Agreement as soon as practicable, including (i) preparing and filing Transactions as promptly as practicable following the execution hereof, including the taking of all documentation actions necessary to effect obtain all necessary noticesapprovals, reports consents, orders, exemptions or waivers of or by any third party. (b) Subject to the terms and other filings conditions of this Agreement and to obtain any applicable laws, the parties hereto shall: (i) as promptly as practicable practical after the execution of this Agreement, (A) file any required notification with respect to the Merger and the other Transactions with any other Governmental Entity and (B) thereafter promptly respond to all consents, registrations, approvals, permits and authorizations necessary inquiries or advisable to be obtained requests for information or documents received from any Third Party or Governmental Entity to consummate the Acquisition or any of the other transactions contemplated by this Agreement Entity; (provided that, notwithstanding the foregoing, ii) in connection with obtaining such consentsthe Merger and other Transactions, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) pay, or agree or commit consult with each of the parties with respect to pay, all filings to be made by any Person whose consent is being solicited party to a Governmental Entity and any cash or other consideration (other than de minimis amounts), information which may be supplied by any party to a Governmental Entity; (B) incur, or agree or commit to incur, promptly make any liability (required submissions under the HSR Act other than de minimis liabilitiesthose referred to in clause (i) due above and promptly respond to such Person, all inquiries or requests received from the FTC or the Department of Justice for additional information or documents; (C) enter into excluding information and materials which are subject to attorney client privilege or are otherwise deemed by the Purchaser to be materials which are not relevant for the Company's review, provide information to the other party which information would be considered reasonably necessary to accomplish any settlementfilings and, undertakingupon request, consent decreeprovide copies of any filings; and (D) promptly inform the other parties of any communication from a Governmental Entity with respect to the Merger or Transactions and, stipulation or agreement where practical, permit the other party to review in advance any proposed communication to a Governmental Entity; (iii) prior to any meeting with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with in respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreementfilings, including seeking to have any stay or temporary restraining order entered by any court investigation or other Governmental Entity in any such stockholder lawsuit vacated or reversedinquiry, and (iii) consult with the execution and delivery of any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby. Subject to Applicable Laws relating to the exchange of information, Armada and Mesa shall have the right to review in advance, other parties and, to the extent practicablepermitted by such Governmental Entity, each will consult with give the other on all parties the opportunity to attend and participate, in each case to the extent practicable; (iv) to the extent that transfers, amendments or modifications of permits or licenses granted by Government Entities (including environmental permits) are required as a result of the information relating to Armada execution of this Agreement or Mesa, as the case may be, and consummation of any of their respective Subsidiariesthe Transactions, use all reasonable efforts to effect such transfers, amendments or modifications; (v) not take any action after the date hereof that appears in any filing made withwould reasonably be expected to materially delay the obtaining of, or written materials submitted toresult in not obtaining, any Third Party and/or permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing; and (vi) subject to the limitations set forth in connection Section 5.5(c) hereof, use all reasonable efforts (and cooperate amongst themselves with respect thereto) to contest and resist any action by any third party or Governmental Entity, whether by legislative, administrative or judicial action, that challenges or seeks to prevent or prohibit the Acquisition and consummation of the Merger or any other transactions contemplated by Transaction. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Purchaser to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions. (including c) Subject to the Proxy Statementlast sentence of Section 5.5(b)(vii). In exercising the foregoing rights, each of Mesa the parties shall use their reasonable efforts to (i) avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain or delay the Closing including defending through litigation a motion for preliminary injunction asserted in any court by any third party and Armada (ii) take all steps necessary to avoid or eliminate any impediment under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger or any other Transaction so as to enable the Closing to occur as soon as reasonably possible, including 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 the Company (or any of the Subsidiaries) or otherwise take or commit to take any actions that 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 delaying the Closing. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.5 shall act reasonably and limit a party's right to terminate this Agreement pursuant to Section 7.1 so long as promptly as practicablesuch party has up to then complied with its obligations under this Section 5.5.

All Reasonable Efforts. Mesa (a) Upon the terms and Armada shall cooperate subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each other and of the parties to this Agreement will use commercially all reasonable efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, things necessary, proper or advisable to ensure that the conditions to the Offer set forth on its part under this Agreement Annex I hereto and Applicable Laws the conditions to the Merger set forth in Article VII are satisfied and to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) preparing obtaining all necessary actions or nonactions, waivers, consents and filing approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable all documentation (and in any event within 10 Business Days), an appropriate filing of a Notification and Report Form pursuant to effect all necessary notices, reports the HSR Act with respect to the transactions contemplated hereby and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary not extending any waiting period under the HSR Act or advisable to be obtained from entering into any Third Party agreement with the U.S. Federal Trade Commission (the “FTC”) or Governmental Entity the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) not to consummate the Acquisition or any of the other transactions contemplated by this Agreement, except with the prior written consent of the other party hereto, (iii) making, as promptly as practicable, appropriate filings (a) under the EC Merger Regulation, if required, (b) under the Competition Act (Canada) and the Investment Canada Act of 1984 (Canada), if required, and (c) under any other antitrust, competition or premerger notification, trade regulation law, regulation or order, (iv) obtaining all necessary consents and waivers under any and all Contracts, Leases and Permits to which the Company or its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (provided thatincluding the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts, notwithstanding Leases or Permits following the foregoingconsummation of the transactions contemplated hereby (including the Offer and the Merger), (v) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of Purchaser, the Company and its Subsidiaries may not pay or commit to pay any amount of cash or other consideration, or incur or commit to incur any liability or other obligation, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permittedapproval or waiver, (vi) subject to (A) pay, or agree or commit first having used all reasonable efforts to pay, to negotiate a resolution of any Person whose consent is being solicited any cash objections underlying such lawsuits or other consideration (legal proceedings, defending and contesting any lawsuits or other than de minimis amounts)legal proceedings, (B) incurwhether judicial or administrative, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, reversed and (iiivii) the execution executing and delivery of delivering any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement hereby, and to fully carry out the purposes of this Agreement. (b) The Company will use its best efforts to obtain (i) a Stock Option cancellation agreement as contemplated by Section 3.5 of this Agreement from each holder of a Stock Option that is “in-the-money” with respect to each Stock Option held by each such holder and (ii) such other cancellation agreements, in a form acceptable to Parent, from each holder of a Stock Option that is “out-of-the-money” with respect to each Stock Option held by each such holder. (c) Parent, Purchaser and the transactions contemplated hereby. Subject Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to Applicable Laws relating this Section 6.9, subject to applicable Law, by permitting counsel for the exchange of information, Armada and Mesa shall have the right other party to review in advance, andand consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. Unless the Company reasonably believes upon advice of outside counsel that the failure to do so in a timely manner would cause it to violate any applicable Laws, the Company shall not file any such document or take such action if Purchaser has reasonably objected (and not withdrawn its objection) to the extent practicablefiling of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, each will consult with materially delay or materially impede the consummation of the transactions contemplated hereby or (ii) cause a condition set forth in Article VII to not be satisfied in a timely manner. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other on all party hereto. (d) Each of Parent, Purchaser and the Company will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the information relating to Armada transactions contemplated by this Agreement. If Parent, Purchaser or Mesa, as the case may be, and Company (or any of their respective SubsidiariesAffiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, that appears 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. The parties agree not to participate, or to permit their Affiliates to participate, in any filing made with, substantive meeting or written materials submitted to, any Third Party and/or discussion with any Governmental Entity in connection with the Acquisition transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (including e) Notwithstanding anything herein to the Proxy Statementcontrary, no party is required to, and the Company may not, without the prior written consent of Purchaser, become subject to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates in any manner which, individually or in the aggregate with all other such requirements, conditions, understandings, agreements and Orders, is (i) materially adverse to the Company and its Affiliates, taken as a whole, either before or after giving effect to the Offer and the Merger, or (ii) requires any material change in the conduct of business of the Company or any of its divisions or Subsidiaries as currently conducted relating to a material portion of the revenues or earnings of the Company and its Subsidiaries (either of (i) or (ii), a “Burdensome Condition”). In exercising Notwithstanding anything in this Agreement to the foregoing rightscontrary, each the Company will, upon the request of Mesa and Armada shall act reasonably and Purchaser, become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates, so long as promptly as practicablesuch requirement, condition, understanding, agreement or Order is binding on the Company only in the event that the Closing occurs.

All Reasonable Efforts. Mesa (a) Upon the terms and Armada shall cooperate subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each other and of the parties to this Agreement will use commercially all reasonable efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement to ensure that the conditions set forth in Article VII are satisfied and Applicable Laws to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) preparing using all reasonable efforts to obtain all necessary actions or nonactions, waivers, consents and filing approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable all documentation (and in any event within 20 Business Days), an appropriate filing of a Notification and Report Form pursuant to effect all necessary noticesthe HSR Act with respect to the transactions contemplated hereby and not extending any waiting period under the HSR Act or entering into any agreement with the U.S. Federal Trade Commission (the "FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division") not to consummate the transactions contemplated by this Agreement, reports and except with the prior written consent of the other filings and to obtain party hereto, (iii) making, as promptly as practicable (and in any event within 15 Business Days), appropriate filings (a) under the EC Merger Regulation, if required, and (b) if required, under any other antitrust, competition or premerger notification, trade regulation Law, regulation or Order, (iv) obtaining all consents, registrationsapprovals or waivers from, approvalsor taking other actions with respect to, permits and authorizations third parties necessary or advisable to be obtained from any Third Party or Governmental Entity to consummate taken in connection with the Acquisition or any of the other transactions contemplated by this Agreement (provided thatAgreement; provided, notwithstanding however, that without the foregoingprior written consent of Parent, the Company and its Subsidiaries may not pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material liability or other obligation, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permittedapproval or waiver, (v) subject to (A) pay, or agree or commit first having used all reasonable efforts to pay, to negotiate a resolution of any Person whose consent is being solicited any cash objections underlying such lawsuits or other consideration (legal proceedings, using reasonable efforts to defend and contest any lawsuits or other than de minimis amounts)legal proceedings, (B) incurwhether judicial or administrative, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking using reasonable efforts to seek to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, and (iiivi) the execution executing and delivery of delivering any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement hereby, and to fully carry out the purposes of this Agreement Agreement. (b) Parent and the transactions contemplated hereby. Subject Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to Applicable Laws relating this Section 6.9, subject to applicable Law, by permitting counsel for the exchange of information, Armada and Mesa shall have the right other party to review in advance, andand consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party's Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. The Company shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of Parent. The parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the extent practicableother under this Section 6.9 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, each officers, or directors of the recipient, unless express written permission is obtained in advance from the party delivering the materials. (c) Each of Parent and the Company will consult with promptly inform the other on all party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the information relating to Armada transactions contemplated by this Agreement. If Parent or Mesa, as the case may be, and Company (or any of their respective SubsidiariesAffiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, that appears 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. The parties agree not to participate, or to permit their Affiliates to participate, in any filing made with, substantive meeting or written materials submitted to, any Third Party and/or discussion with any Governmental Entity in connection with the Acquisition and the other transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (including oral or written) which the Proxy Statement)first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising furtherance and not in limitation of the foregoing rightsforegoing, each party will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws. (d) Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate Parent or its Affiliates to, and the Company shall not, without the prior written consent of Mesa and Armada shall act reasonably and as promptly as practicableParent: (i) agree or otherwise become subject to any restrictions, conditions, limitations or other understanding on or with respect to the operation of the business of Parent, any of its Affiliates, or the Company in any material respect; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of any business, assets or operations of Parent, any of its Affiliates, or the Company.

All Reasonable Efforts. Mesa (a) Subject to the terms and Armada conditions of this Agreement, each of the Parties shall cooperate with each other and use commercially reasonable efforts all Reasonable Efforts to take take, or cause to be taken taken, all actionsaction, and do to do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and Applicable Laws applicable Law to consummate the transactions contemplated by the Transaction Documents. Without limiting the generality of the foregoing, each Party shall use all Reasonable Efforts to timely make all notifications and make effective obtain all authorizations, consents, waivers, permits, orders and approvals of all third parties necessary in connection with the Acquisition consummation of the transactions contemplated by the Transaction Documents prior to the Closing. The Parties will coordinate and cooperate with each other in exchanging such information and assistance as any of the other Parties may reasonably request in connection with the foregoing. (b) Seller, the Companies and Buyer shall use all Reasonable Efforts to promptly and timely negotiate in advance of Closing a termination agreement relating to the Energy Supply Agreements (the “Energy Supply Termination Agreement”) in a form reasonably satisfactorily agreed upon by Seller, the Companies, Buyer and Shell. (c) In the event that any action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any of the transactions contemplated by this Agreement as soon as practicablebeing in violation of any antitrust Law, including (i) preparing each of the Parties shall cooperate with the other Parties and filing as promptly as practicable all documentation use its Reasonable Efforts to effect all necessary noticesrespond to, reports contest, and other filings resist any such action or proceeding and to obtain as promptly as practicable all consentshave vacated, registrationslifted, approvalsreversed or overturned any decree, permits and authorizations necessary or advisable to be obtained from any Third Party or Governmental Entity to consummate the Acquisition or any of the other transactions contemplated by this Agreement (provided thatjudgment, notwithstanding the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) pay, or agree or commit to pay, to any Person whose consent is being solicited any cash injunction or other consideration (other than de minimis amounts)order, (B) incurwhether temporary, preliminary or agree permanent, that is in effect and that delays, conditions, prohibits, prevents or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the restricts consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity . Notwithstanding anything in any such stockholder lawsuit vacated or reversed, and (iii) the execution and delivery of any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of contrary, nothing in this Section 6.7(c) or otherwise in this Agreement and the transactions contemplated hereby. Subject to Applicable Laws relating to the exchange of information, Armada and Mesa shall have the right to review in advance, and, to the extent practicable, each will consult with the other on all of the information relating to Armada require any Party or Mesa, as the case may be, and any of their respective SubsidiariesAffiliates to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets or businesses of such Party or any of its Affiliates or otherwise take any action that appears in any filing made withlimits the freedom of action with respect to, or written materials submitted toits ability to retain, any Third of the businesses, product lines or assets of such Party and/or or any Governmental Entity in connection with the Acquisition and the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing rights, each of Mesa and Armada shall act reasonably and as promptly as practicableits Affiliates.

All Reasonable Efforts. Mesa The Company and Armada Parent shall cooperate with each other and use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and Applicable Laws to consummate and make effective the Acquisition Merger and the other transactions contemplated by this Agreement as soon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Third Party or Governmental Entity to consummate the Acquisition Merger or any of the other transactions contemplated by this Agreement (provided provided, that, notwithstanding the foregoing, in connection with obtaining such consents, the Parties agree that in no event shall any Party Parent or its Subsidiaries be required or(or the Company or its Subsidiaries, without the other PartyParent’s prior written consent, be permitted) to (A) pay, or agree or commit to pay, to any Person whose consent is being solicited any cash or other consideration (other than de minimis amounts), (B) incur, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, and (iii) the execution and delivery of any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby. Subject to Applicable Laws relating to the exchange of information, Armada Parent and Mesa the Company shall have the right to review in advance, and, to the extent practicable, each will consult with the other on all of the information relating to Armada Parent or Mesathe Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Acquisition Merger and the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing rights, each of Mesa the Company and Armada Parent shall act reasonably and as promptly as practicable.

All Reasonable Efforts. Mesa (a) Upon the terms and Armada shall cooperate subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each other and of the parties to this Agreement will use commercially all reasonable efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement to ensure that the conditions set forth in Article VII are satisfied and Applicable Laws to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) preparing using all reasonable efforts to obtain all necessary actions or nonactions, waivers, consents and filing approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable all documentation (and in any event within 20 Business Days), an appropriate filing of a Notification and Report Form pursuant to effect all necessary noticesthe HSR Act with respect to the transactions contemplated hereby and not extending any waiting period under the HSR Act or entering into any agreement with the U.S. Federal Trade Commission (the "FTC") or the Antitrust Division of the U.S. Department of Justice (the "ANTITRUST DIVISION") not to consummate the transactions contemplated by this Agreement, reports and except with the prior written consent of the other filings and to obtain party hereto, (iii) making, as promptly as practicable (and in any event within 15 Business Days), appropriate filings (a) under the EC Merger Regulation, if required, and (b) if required, under any other antitrust, competition or premerger notification, trade regulation Law, regulation or Order, (iv) obtaining all consents, registrationsapprovals or waivers from, approvalsor taking other actions with respect to, permits and authorizations third parties necessary or advisable to be obtained from any Third Party or Governmental Entity to consummate taken in connection with the Acquisition or any of the other transactions contemplated by this Agreement (provided thatAgreement; PROVIDED, notwithstanding HOWEVER, that without the foregoingprior written consent of Parent, the Company and its Subsidiaries may not pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material liability or other obligation, in connection with obtaining such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permittedapproval or waiver, (v) subject to (A) pay, or agree or commit first having used all reasonable efforts to pay, to negotiate a resolution of any Person whose consent is being solicited any cash objections underlying such lawsuits or other consideration (legal proceedings, using reasonable efforts to defend and contest any lawsuits or other than de minimis amounts)legal proceedings, (B) incurwhether judicial or administrative, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of their respective Subsidiaries or any of their respective Affiliates’ businesses, assets or properties), (ii) the defending of any stockholder lawsuits challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking using reasonable efforts to seek to have any stay or temporary restraining order entered by any court or other Governmental Entity in any such stockholder lawsuit vacated or reversed, and (iiivi) the execution executing and delivery of delivering any additional ancillary instruments necessary to consummate the transactions contemplated by this Agreement hereby, and to fully carry out the purposes of this Agreement Agreement. (b) Parent and the transactions contemplated hereby. Subject Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to Applicable Laws relating this Section 6.9, subject to applicable Law, by permitting counsel for the exchange of information, Armada and Mesa shall have the right other party to review in advance, andand consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party's Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. The Company shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of Parent. The parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the extent practicableother under this Section 6.9 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, each officers, or directors of the recipient, unless express written permission is obtained in advance from the party delivering the materials. (c) Each of Parent and the Company will consult with promptly inform the other on all party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the information relating to Armada transactions contemplated by this Agreement. If Parent or Mesa, as the case may be, and Company (or any of their respective SubsidiariesAffiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, that appears 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. The parties agree not to participate, or to permit their Affiliates to participate, in any filing made with, substantive meeting or written materials submitted to, any Third Party and/or discussion with any Governmental Entity in connection with the Acquisition and the other transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (including oral or written) which the Proxy Statement)first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising furtherance and not in limitation of the foregoing rightsforegoing, each party will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws. (d) Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate Parent or its Affiliates to, and the Company shall not, without the prior written consent of Mesa and Armada shall act reasonably and as promptly as practicableParent: (i) agree or otherwise become subject to any restrictions, conditions, limitations or other understanding on or with respect to the operation of the business of Parent, any of its Affiliates, or the Company in any material respect; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of any business, assets or operations of Parent, any of its Affiliates, or the Company.

All Reasonable Efforts. Mesa (a) Upon the terms and Armada subject to the conditions of this Agreement, each of the parties hereto shall cooperate with each other and use commercially all reasonable efforts to take take, or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and Applicable Laws applicable Laws, to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement, including as promptly as practicable following the execution and delivery of this Agreement filing with the United States Federal Trade Commission and the United States Department of Justice the notification and report form under the HSR Act required for the transactions contemplated herein and, thereafter, furnishing as promptly as reasonably practicable any supplemental information requested in connection therewith by any Governmental Authority pursuant to the HSR Act, and, if required, the notification and filing with CFIUS. The Company and Parent each shall comply as promptly as practicable with any other Laws, rules, regulations and ordinances of any SRO or Governmental Authority that are applicable to any of the transactions contemplated herein and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any SRO or Governmental Authority or any other Person in connection with such transactions is necessary, including satisfying any continuance in membership requirements of Rule 1017 of FINRA. In connection with seeking such approval (or equivalent action or non-action) from FINRA, and from any other SRO from which it is required in connection with the change in control contemplated by this Agreement (other than the FSA or any other SRO the rules or other guidelines of which provide for submission of applications or other approval documentation by Parent or any of its subsidiaries), the Company shall lead that process, with Parent being fully and promptly informed of the process and fully and promptly providing all information, filings and signed documents requested by the SRO or reasonably requested by the Company to complete successfully such process, and such applications shall state words to the effect that: (i) no direct change in control of any of the regulated subsidiaries is occurring, (ii) in connection with the change in control of such regulated subsidiaries’ parent company (i.e., the Company), the Company is the surviving corporation and will continue its existence, and continue to own 100% of the issued and outstanding capital stock of such regulated subsidiaries, the only difference being Parent replacing, as shareholder of the Company, the previous public shareholders, (iii) there will be no name change of the Company or any of its regulated subsidiaries as a result of the change in control, and (iv) there are no contemplated changes, immediately following the change of control, of the officers, directors, registered executive principals, supervisory personnel, business model, policies, procedures, operations, systems or method of doing business of or with respect to any of the regulated subsidiaries. The Company shall not submit any such applications, filings or other documents, or any amendment or supplement thereto, without providing Parent, Merger Sub and their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company). The Company agrees to consult with Parent prior to responding to any comments or requests with respect to such applications, filings or other documents and to reasonably consider its comments. The Company shall, as soon as reasonably practicable, (A) notify Parent of the receipt of any comments or requests from FINRA or such SRO with respect to such applications, filings or other documents and any request by FINRA or such SRO for any amendment to the applications or filings or for additional information and (B) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and FINRA or such SRO, on the other hand, with respect to the such applications, filings or other documents. The Company and Parent each shall furnish to the others such necessary information and reasonable assistance as the other may request in connection with their preparation of any necessary filing, registration or declaration with any Governmental Authority or SRO, including under the HSR Act or required by, or appropriate with respect to, CFIUS. The Company and Parent shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any SRO or Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement) in respect of any such filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide copies of any such communications that are in writing). Subject to the terms and conditions of this Agreement, the parties shall use all reasonable efforts and take all necessary action to obtain any approval, if required, by CFIUS, or any SRO, and any clearance under the HSR Act, or any other consent, approval, order or authorization of any Governmental Authority under United States or foreign antitrust or competition Laws, necessary in connection with the transactions contemplated herein, or to resolve any objections that may be asserted by any Governmental Authority or SRO with respect to the transactions contemplated herein. (b) Subject to the terms and conditions of this Agreement, each party shall use all reasonable efforts to cause the Offer Closing and the Closing to occur as promptly as practicable, including by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herein, and seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other SRO or Governmental Authority that is not yet final and nonappealable vacated or reversed. (ic) preparing The Company and filing as promptly as practicable Parent will cooperate and use all documentation to effect all necessary notices, reports and other filings and reasonable efforts to obtain as promptly as practicable all consents, registrationsapprovals and waivers required by third parties so that all Company Permits and Contracts of the Company and its subsidiaries will remain in full force and effect after the Effective Time. (d) Notwithstanding anything to the contrary in this Agreement: (i) neither Parent nor any of its subsidiaries shall be required by antitrust or competition Laws or in connection with any other approval or consent of any SRO, approvalsGovernmental Authority or other Person to take, permits or agree to take, any materially adverse action or suffer any material limitation or divestiture with respect to the ownership or holding of any of their respective businesses or assets (including, following the Offer Closing or the Effective Time, any of the material businesses or assets of the Surviving Entity and authorizations necessary or advisable to be obtained from any Third Party or Governmental Entity to consummate its subsidiaries) (and neither the Acquisition Company or any of the other transactions contemplated by this Agreement (provided that, notwithstanding the foregoing, in connection with obtaining its subsidiaries shall take any such consents, the Parties agree that in no event shall any Party or its Subsidiaries be required or, without the other Party’s prior written consent, be permitted) to (A) payaction, or agree or commit to pay, to any Person whose consent is being solicited any cash or other consideration (other than de minimis amounts), (B) incur, or agree or commit to incur, any liability (other than de minimis liabilities) due to such Person, (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or (D) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) so, with respect to any of their respective Subsidiaries businesses or any assets without the prior written consent of their respective Affiliates’ businesses, assets or propertiesParent), (ii) the defending neither Parent nor any of its subsidiaries shall be required to take any action by antitrust or competition Laws or in connection with any other approval or consent of any stockholder lawsuits challenging SRO, Governmental Authority or other Person that would, or could reasonably be expected to, substantially impair the benefits expected, as of the date of this Agreement or any other agreement contemplated Agreement, to be realized by this Agreement or the Parent from consummation of the transactions contemplated by this Agreement, including seeking to have Offer and the Merger (and neither the Company nor any stay or temporary restraining order entered by any court or other Governmental Entity in of its subsidiaries shall take any such stockholder lawsuit vacated actions, or reversedagree to do so, without the prior written consent of Parent), and (iii) the execution and delivery of any additional ancillary instruments necessary no party to consummate the transactions contemplated by this Agreement and shall be required to fully carry out waive any of the purposes Offer Conditions set forth on Exhibit A or any of this Agreement and the transactions contemplated hereby. Subject to Applicable Laws relating conditions to the exchange of information, Armada and Mesa shall have the right Merger set forth in Article VII as they apply to review in advance, and, to the extent practicable, each will consult with the other on all of the information relating to Armada or Mesa, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Acquisition and the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing rights, each of Mesa and Armada shall act reasonably and as promptly as practicablesuch party.