Common use of Antitrust Clearance Clause in Contracts

Antitrust Clearance. If AZ reasonably determines in good faith prior to the expiration of an Option Term that any Antitrust Clearance is required in connection with the exercise of the relevant Option, AZ shall notify Silence, as part of its written notice of exercise of the Option or earlier (at AZ’s discretion) and the Parties shall file the relevant documents with the U.S. Federal Trade Commission (“FTC”) and/or any other Governmental Authority as required, in any event no later than [***] days after AZ’s written notice of the exercise of the relevant Option. The Parties shall cooperate in good faith with respect to such filings with the objective of obtaining prompt Antitrust Clearances and/or all other such clearances and AZ shall request early termination of all applicable waiting periods. Where AZ has made its filings within the aforementioned time limit, the Option Exercise Effective Date shall automatically be extended until all applicable Antitrust Clearances (and/or all other such clearances) are granted, unless applicable Antitrust Laws permit a notified deal to close before Antitrust Clearance. Nothing in this Section 6.2 or otherwise in this Agreement shall require either Party to divest any assets, or to take action (beyond cooperation with the other Party) to respond to any “Second Request” from the FTC or similar request from any other Governmental Authority, in connection with any clearance filing. Each Party shall be responsible for all costs and expenses, including filing fees and attorneys’ fees, incurred by such Party in connection with the preparation and filings associated with obtaining Antitrust Clearance, and/or in connection with any other such clearance needed from any other Governmental Authority; provided, that AZ will bear all filing fees required by FTC or another Governmental Authority for submission in connection with obtaining Antitrust Clearance under the HSR Act or any applicable Antitrust Laws outside the Major Markets. In the event that all applicable Antitrust Clearances, in jurisdictions where applicable Antitrust Laws do not permit a notified deal to close before Antitrust Clearance, have not been granted within [***] days after the provision of written notice of the exercise of the relevant Option by AZ to Silence then Silence or AZ may terminate this Agreement insofar as it relates to the relevant Selected Target and the provisions of Section 6.4 shall apply to such Selected Target; provided, however, that such right to terminate shall not be available to a Party to the extent any action or failure to act by such Party has resulted in the failure of any applicable Antitrust Clearance to be obtained within such period of time.

Antitrust Clearance. If AZ reasonably determines in good faith prior (a) Each of Parent, MergerSub and Apple Holdco shall comply fully with all applicable notification, reporting and other requirements under any Antitrust Laws. The parties and the Master Fund have previously filed a Notification and Report Form pursuant to the expiration of an Option Term HSR Act. If it is determined that any Antitrust Clearance further or additional Notification and Report Form is required to be filed in connection with the exercise Transactions, within 10 Business Days after the date of this Agreement, Parent and Apple Holdco shall prepare and file such Notification and Report Form pursuant to the HSR Act. Within 10 Business Days after the date of this Agreement, or any shorter period as required by applicable Antitrust Law, each of Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, file any other required notifications with the appropriate Governmental Entities, in each case pursuant to and in compliance with the respective Antitrust Laws. Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, as soon as practicable file any additional information reasonably requested by any Governmental Entity in respect of the relevant OptionMerger. If Parent or Apple Holdco (or any of their respective Affiliates) receives a request for additional information from any such Governmental Entity that is related to the transactions contemplated by this Agreement, AZ shall notify Silence, as part of its written notice of exercise of the Option or earlier (at AZ’s discretion) and the Parties shall file the relevant documents with the U.S. Federal Trade Commission (“FTC”) and/or any other Governmental Authority as required, in any event no later than [***] days after AZ’s written notice of the exercise of the relevant Option. The Parties shall cooperate then such party will endeavor in good faith with respect to such filings with the objective of obtaining prompt Antitrust Clearances and/or all other such clearances and AZ shall request early termination of all applicable waiting periods. Where AZ has made its filings within the aforementioned time limit, the Option Exercise Effective Date shall automatically be extended until all applicable Antitrust Clearances (and/or all other such clearances) are granted, unless applicable Antitrust Laws permit a notified deal to close before Antitrust Clearance. Nothing in this Section 6.2 or otherwise in this Agreement shall require either Party to divest any assetsmake, or cause to take action (beyond cooperation be made, as soon as reasonably practicable and after consultation with the other Partyparty, an appropriate response to such request. (b) Upon and subject to respond the terms of this Section 6.3, Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to: (i) use their reasonable best efforts to obtain prompt termination of any “Second Request” from the FTC or similar request from requisite waiting period under any applicable Antitrust Law; (ii) cooperate and consult with each other Governmental Authority, in connection with the making of all filings, notifications and any clearance filing. Each Party shall be responsible for all costs and expensesother material actions pursuant to this Section 6.3, including filing fees subject to applicable Antitrust Law, by permitting counsel for the other party to review in advance, and attorneys’ feesconsider in good faith the views of the other party in connection with, incurred any proposed 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 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 materials may be redacted before being provided to the other party (A) to remove references concerning the valuation of Parent, Apple Holdco, or any of their Subsidiaries, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable privilege or confidentiality concerns; (iii) furnish to the other parties such information and assistance as such parties reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Entity; and filings associated with obtaining Antitrust Clearance(iv) promptly inform the other party of any communications with, and/or and inquiries or requests for information from, such Governmental Entities in connection with any other such clearance needed from any other Governmental Authority; provided, that AZ will bear all filing fees required the transactions contemplated by FTC or another Governmental Authority for submission in connection with obtaining Antitrust Clearance under the HSR Act or any applicable Antitrust Laws outside the Major MarketsAgreement. In the event that all applicable Antitrust Clearances, furtherance and not in jurisdictions where applicable Antitrust Laws do not permit a notified deal to close before Antitrust Clearance, have not been granted within [***] days after the provision of written notice limitation of the exercise covenants of the relevant Option parties contained in Section 6.3(a) and this Section 6.3(b), each of Parent and Apple Holdco agrees to cooperate and use its reasonable best efforts to assist in any defense by AZ to Silence then Silence or AZ may terminate the other party hereto of the transactions contemplated by this Agreement insofar before any Governmental Entity reviewing the transactions contemplated by this Agreement, including by providing (as it relates promptly as practicable) such information as may be requested by such Governmental Entity or such assistance as may be reasonably requested by the other party hereto in such defense. (c) If any objections are asserted by any Governmental Entity with respect to the relevant Selected Target and transactions contemplated hereby, or if any Action is instituted by any Governmental Entity challenging any of the provisions of Section 6.4 shall apply to such Selected Target; provided, however, that such right to terminate shall not be available to a Party to the extent any action or failure to act by such Party has resulted in the failure transactions contemplated hereby as violative of any applicable Antitrust Clearance Law or an Order is issued enjoining the Merger under any applicable Antitrust Law, each of Parent and Apple Holdco shall, subject to the provisions of this Section 6.3, use its reasonable best efforts to resolve any such objections or challenge as such Governmental Entity may have to such transactions under such Law or to have such Order vacated, reversed or otherwise removed in accordance with applicable legal procedures with the goal of enabling the transactions contemplated by this Agreement to be obtained within consummated by the Outside Date. Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, subject to the provision of this Section 6.3, use their respective reasonable best efforts to seek to lift, reverse or remove any temporary restraining order, preliminary or permanent injunction or other order or decree that would prohibit, prevent or restrict consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, in no event will Parent, MergerSub or Apple Holdco be required to take any action or accept any condition, restriction, obligation or requirement with respect to Parent, Apple Holdco, their respective Subsidiaries or their and their respective Subsidiaries’ assets if such period action, condition, restriction, obligation or requirements (i) would reasonably be expected to require Parent, Apple Holdco or their respective Subsidiaries to sell, license, transfer, assign, lease, dispose of timeor hold separate any material business or assets, (ii) would reasonably be expected to result in any material limitations on Parent, Apple Holdco or their respective Subsidiaries to own, retain, conduct or operate all or a material portion of their respective businesses or assets or (iii) would bind Parent, Apple Holdco or any of their Subsidiaries to take an action irrespective of whether the Closing occurs.

Antitrust Clearance. (a) Each of Parent, MergerSub and Apple Holdco shall comply fully with all applicable notification, reporting and other requirements under any Antitrust Laws. Parent and Apple Holdco have prepared and filed the Notification and Report Form pursuant to the HSR Act and the waiting period under the HSR Act terminated on January 11, 2007. Within 10 Business Days after the date of this Agreement, or any shorter period as required by applicable Antitrust Law, each of Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, file any other required notifications with the appropriate Governmental Entities, in each case pursuant to and in compliance with the respective Antitrust Laws. Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, as soon as practicable file any additional information reasonably requested by any Governmental Entity in respect of the Merger. If AZ reasonably determines Parent or Apple Holdco (or any of their respective Affiliates) receives a request for additional information from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith prior to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request. (b) Upon and subject to the expiration terms of an Option Term that this Section 6.3, Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to: (i) use their reasonable best efforts to obtain prompt termination of any requisite waiting period under any applicable Antitrust Clearance is required Law; (ii) cooperate and consult with each other in connection with the exercise making of the relevant Optionall filings, AZ shall notify Silence, as part of its written notice of exercise of the Option or earlier (at AZ’s discretion) notifications and the Parties shall file the relevant documents with the U.S. Federal Trade Commission (“FTC”) and/or any other Governmental Authority as requiredmaterial actions pursuant to this Section 6.3, including subject to applicable Antitrust Law, by permitting counsel for the other party to review in any event no later than [***] days after AZ’s written notice of the exercise of the relevant Option. The Parties shall cooperate advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity and by providing counsel for the other party with respect to such filings with the objective of obtaining prompt Antitrust Clearances and/or all other such clearances and AZ shall request early termination copies of all applicable waiting periods. Where AZ has filings and submissions made by such party and all correspondence between such party (and its filings within the aforementioned time limit, the Option Exercise Effective Date shall automatically be extended until all applicable Antitrust Clearances (and/or all other such clearancesadvisors) are granted, unless applicable Antitrust Laws permit a notified deal to close before Antitrust Clearance. Nothing in this Section 6.2 or otherwise in this Agreement shall require either Party to divest with any assets, or to take action (beyond cooperation with the other Party) to respond to any “Second Request” from the FTC or similar request from Governmental Entity and any other information supplied by such party and such party's Affiliates to a Governmental Authority, Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement, provided, however, that materials may be redacted before being provided to the other party (A) to remove references concerning the valuation of Parent, Apple Holdco, or any clearance filing. Each Party shall be responsible for all costs of their Subsidiaries, (B) as necessary to comply with contractual arrangements, and expenses, including filing fees (C) as necessary to address reasonable privilege or confidentiality concerns; (iii) furnish to the other parties such information and attorneys’ fees, incurred by assistance as such Party parties reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Entity; and filings associated with obtaining Antitrust Clearance(iv) promptly inform the other party of any communications with, and/or and inquiries or requests for information from, such Governmental Entities in connection with any other such clearance needed from any other Governmental Authority; provided, that AZ will bear all filing fees required the transactions contemplated by FTC or another Governmental Authority for submission in connection with obtaining Antitrust Clearance under the HSR Act or any applicable Antitrust Laws outside the Major MarketsAgreement. In the event that all applicable Antitrust Clearances, furtherance and not in jurisdictions where applicable Antitrust Laws do not permit a notified deal to close before Antitrust Clearance, have not been granted within [***] days after the provision of written notice limitation of the exercise covenants of the relevant Option parties contained in Section 6.3(a) and this Section 6.3(b), each of Parent and Apple Holdco agrees to cooperate and use its reasonable best efforts to assist in any defense by AZ to Silence then Silence or AZ may terminate the other party hereto of the transactions contemplated by this Agreement insofar before any Governmental Entity reviewing the transactions contemplated by this Agreement, including by providing (as it relates promptly as practicable) such information as may be requested by such Governmental Entity or such assistance as may be reasonably requested by the other party hereto in such defense. (c) If any objections are asserted by any Governmental Entity with respect to the relevant Selected Target and transactions contemplated hereby, or if any Action is instituted by any Governmental Entity challenging any of the provisions of Section 6.4 shall apply to such Selected Target; provided, however, that such right to terminate shall not be available to a Party to the extent any action or failure to act by such Party has resulted in the failure transactions contemplated hereby as violative of any applicable Antitrust Clearance Law or an Order is issued enjoining the Merger under any applicable Antitrust Law, each of Parent and Apple Holdco shall, subject to the provisions of this Section 6.3, use its reasonable best efforts to resolve any such objections or challenge as such Governmental Entity may have to such transactions under such Law or to have such Order vacated, reversed or otherwise removed in accordance with applicable legal procedures with the goal of enabling the transactions contemplated by this Agreement to be obtained within consummated by the Outside Date. Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, subject to the provision of this Section 6.3, use their respective reasonable best efforts to seek to lift, reverse or remove any temporary restraining order, preliminary or permanent injunction or other order or decree that would prohibit, prevent or restrict consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, in no event will Parent, MergerSub or Apple Holdco be required to take any action or accept any condition, restriction, obligation or requirement with respect to Parent, Apple Holdco, their respective Subsidiaries or their and their respective Subsidiaries' assets if such period action, condition, restriction, obligation or requirements (i) would reasonably be expected to require Parent, Apple Holdco or their respective Subsidiaries to sell, license, transfer, assign, lease, dispose of timeor hold separate any material business or assets, (ii) would reasonably be expected to result in any material limitations on Parent, Apple Holdco or their respective Subsidiaries to own, retain, conduct or operate all or a material portion of their respective businesses or assets or (iii) would bind Parent, Apple Holdco or any of their Subsidiaries to take an action irrespective of whether the Closing occurs.

Antitrust Clearance. If AZ reasonably determines Ferro agrees to comply with the restrictions on Buyer under Section 13.10 of the Purchase Agreement. To the extent allowed by such restrictions, on or before the closing of the transactions contemplated under the Purchase Agreement, OMG and Ferro shall each promptly file or cause to be filed with the Antitrust Authorities (as hereinafter defined) any notifications required under any applicable antitrust law. The parties may agree to file such notifications on a schedule consistent with the order in good faith prior which they intend to close the transfer of each Ferro Business. (a) OMG and Ferro will assist and cooperate with each other in doing all things necessary, proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated in this Agreement, including (i) submitting all necessary notices and filings and (ii) obtaining all necessary consents, approvals, or waivers as required by the Antitrust Authorities (as hereinafter defined). The parties shall each cooperate and use their respective best efforts to promptly provide information and documents requested by any Antitrust Authority (including substantially complying with any second request for information pursuant to the expiration Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act) or otherwise necessary, proper, or advisable to permit the consummation of an Option Term the transactions contemplated hereby. (b) OMG and Ferro also agree to promptly take any actions necessary, proper and advisable that would not have a materially adverse effect upon either OMG or Ferro to obtain the approval of any Antitrust Clearance is required in connection Authority; provided that Ferro does agree to: (i) enter into negotiations with the exercise relevant Antitrust Authority, or (ii) consent to reasonable third-party licenses or "non-bundling" restrictions if required by the relevant Antitrust Authority, in order to consummate the transactions contemplated herein as expeditiously as practicable. (c) The parties shall promptly inform each other of any material communication from any Antitrust Authority. "Antitrust Authority(ies)" means the antitrust authorities of the relevant OptionEuropean Commission, AZ shall notify Silence, as part of its written notice of exercise of the Option or earlier (at AZ’s discretion) United States and the Parties shall file the relevant documents with the U.S. Federal Trade Commission (“FTC”) and/or any other Governmental country having jurisdiction over the transactions contemplated herein. If any party hereto or any affiliate thereof receives a request for information or documents from any Antitrust Authority as required, in any event no later than [***] days after AZ’s written notice of the exercise of the relevant Option. The Parties shall cooperate in good faith with respect to such filings with the objective of obtaining prompt Antitrust Clearances and/or all other such clearances and AZ shall request early termination of all applicable waiting periods. Where AZ has made its filings within the aforementioned time limit, the Option Exercise Effective Date shall automatically be extended until all applicable Antitrust Clearances (and/or all other such clearances) are granted, unless applicable Antitrust Laws permit a notified deal to close before Antitrust Clearance. Nothing transactions contemplated in this Section 6.2 or otherwise in this Agreement Agreement, then such party shall require either Party to divest any assetsmake, or cause to take action (beyond cooperation be made, as soon as practicable and after consultation with the other Partyparty, an appropriate response in compliance with such request and will make available for review to the other party (and its counsel) to respond to any “Second Request” from the FTC or similar request from any other Governmental Authority, advance drafts of all presentations and filings in connection with any clearance filingtherewith. Each Party party shall be responsible for all costs and expensesconsult the other party in advance of proffering any understandings, including filing fees and attorneys’ feesundertakings, incurred by such Party in connection with the preparation and filings associated with obtaining Antitrust Clearance, and/or in connection with any other such clearance needed from any other Governmental Authority; provided, that AZ will bear all filing fees required by FTC or another Governmental Authority for submission in connection with obtaining Antitrust Clearance under the HSR Act agreements (oral or any applicable Antitrust Laws outside the Major Markets. In the event that all applicable Antitrust Clearances, in jurisdictions where applicable Antitrust Laws do not permit a notified deal to close before Antitrust Clearance, have not been granted within [***] days after the provision of written notice of the exercise of the relevant Option by AZ to Silence then Silence or AZ may terminate this Agreement insofar as it relates to the relevant Selected Target and the provisions of Section 6.4 shall apply to such Selected Target; provided, however, that such right to terminate shall not be available to a Party to the extent any action or failure to act by such Party has resulted in the failure of any applicable Antitrust Clearance to be obtained within such period of time.written)

Antitrust Clearance. If AZ reasonably determines in good faith prior 11.1 The obligations of the Sellers and the Buyer to consummate the Closing are subject to the expiration condition precedent that (in addition to any other consent, approval or waiver referred to in Section 4.1(i)) the purchase and sale of the Quotas and the Shares pursuant to this Agreement shall have been approved, cleared or granted an Option Term exemption by any competent competition authority of the European Union, of Italy or any other Member State in the European Union and/or of any other competent jurisdiction worldwide without imposing specific conditions or restrictions or requiring that changes be made to the terms and conditions of this Agreement, to the extent that any Antitrust Clearance such approval, clearance or exemption is required to be obtained. The unconditional approvals, clearances and exemptions contemplated herein are hereinafter collectively referred to as the Clearance. 11.2 Each Party shall in connection with a timely fashion prepare and file all documents required on the exercise part of the relevant Option, AZ shall notify Silencesuch Party under applicable law to secure, as part of its written notice of exercise of soon as reasonably possible, the Option or earlier (at AZ’s discretion) and Clearance and, to this end, the other Parties shall file the relevant documents actively cooperate with the U.S. Federal Trade Commission (“FTC”) and/or any other Governmental Authority as required, in any event no later than [***] days after AZ’s written notice of the exercise of the relevant Option. such Party. 11.3 The Parties shall cooperate consult with each other and shall use their reasonable best efforts in good faith with respect order to such filings with timely overcome any obstacle to the objective granting of obtaining prompt Antitrust Clearances and/or all other such clearances and AZ shall request early termination of all applicable waiting periods. Where AZ has made its filings within the aforementioned time limit, the Option Exercise Effective Date shall automatically be extended until all applicable Antitrust Clearances (and/or all other such clearances) are granted, unless applicable Antitrust Laws permit a notified deal to close before Antitrust Clearance. Nothing in this Section 6.2 Clearance or otherwise in this Agreement shall require either Party to divest any assets, or to take action (beyond cooperation with the other Party) to respond to any “Second Request” from the FTC or similar request from any other Governmental Authority, arising in connection with any clearance filing. Each Party shall be responsible for all costs and expenses, including filing fees and attorneys’ fees, incurred by such Party in connection with the preparation and filings associated with obtaining Antitrust Clearance, and/or in connection with any other such clearance needed from any other Governmental Authority; provided, that AZ will bear all filing fees required by FTC or another Governmental Authority for submission in connection with obtaining Antitrust Clearance under the HSR Act or any applicable Antitrust Laws outside the Major Marketstherewith. In the event that all applicable Antitrust Clearancesany competent competition authority only approves the transactions contemplated hereby by imposing specific conditions or restrictions or requiring that changes be made to the terms and conditions of this Agreement or the transactions contemplated hereby as a condition to its Clearance, then the Parties shall promptly meet to negotiate in jurisdictions where applicable Antitrust Laws good faith on the necessary changes to be made or actions to be taken in order to comply with any such conditions, restrictions or requests for changes and obtain the Clearance by such competition authority on or prior to the Long-Stop Date, as long as such changes or actions do not permit trigger a notified deal significant deviation from the current terms and conditions of this Agreement or a material increase in the economic or financial burden on, or the risks to close before Antitrust Clearancebe incurred by, have not been granted within [***] days after the provision of written notice any of the exercise of Parties. 11.4 If the relevant Option by AZ to Silence then Silence Clearance is not obtained on or AZ may terminate this Agreement insofar as it relates prior to the relevant Selected Target and Long-Stop Date, the provisions of Section 6.4 Article 5 shall apply to such Selected Target; provided, however, that such right to terminate shall not be available to a Party to the extent any action or failure to act by such Party has resulted in the failure of any applicable Antitrust Clearance to be obtained within such period of timeapply.

Antitrust Clearance. (a) Each of Parent, MergerSub and Apple Holdco shall comply fully with all applicable notification, reporting and other requirements under any Antitrust Laws. Parent and Apple Holdco have prepared and filed the Notification and Report Form pursuant to the HSR Act and the waiting period under the HSR Act terminated on January 11, 2007. Within 10 Business Days after the date of this Agreement, or any shorter period as required by applicable Antitrust Law, each of Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, file any other required notifications with the appropriate Governmental Entities, in each case pursuant to and in compliance with the respective Antitrust Laws. Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, as soon as practicable file any additional information reasonably requested by any Governmental Entity in respect of the Merger. If AZ reasonably determines Parent or Apple Holdco (or any of their respective Affiliates) receives a request for additional information from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith prior to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request. (b) Upon and subject to the expiration terms of an Option Term that this Section 6.3, Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to: (i) use their reasonable best efforts to obtain prompt termination of any requisite waiting period under any applicable Antitrust Clearance is required Law; (ii) cooperate and consult with each other in connection with the exercise making of the relevant Optionall filings, AZ shall notify Silence, as part of its written notice of exercise of the Option or earlier (at AZ’s discretion) notifications and the Parties shall file the relevant documents with the U.S. Federal Trade Commission (“FTC”) and/or any other Governmental Authority as requiredmaterial actions pursuant to this Section 6.3, including subject to applicable Antitrust Law, by permitting counsel for the other party to review in any event no later than [***] days after AZ’s written notice of the exercise of the relevant Option. The Parties shall cooperate advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity and by providing counsel for the other party with respect to such filings with the objective of obtaining prompt Antitrust Clearances and/or all other such clearances and AZ shall request early termination copies of all applicable waiting periods. Where AZ has filings and submissions made by such party and all correspondence between such party (and its filings within the aforementioned time limit, the Option Exercise Effective Date shall automatically be extended until all applicable Antitrust Clearances (and/or all other such clearancesadvisors) are granted, unless applicable Antitrust Laws permit a notified deal to close before Antitrust Clearance. Nothing in this Section 6.2 or otherwise in this Agreement shall require either Party to divest with any assets, or to take action (beyond cooperation with the other Party) to respond to any “Second Request” from the FTC or similar request from Governmental Entity and any other information supplied by such party and such party's Affiliates to a Governmental Authority, Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement, PROVIDED, HOWEVER, that materials may be redacted before being provided to the other party (A) to remove references concerning the valuation of Parent, Apple Holdco, or any clearance filing. Each Party shall be responsible for all costs of their Subsidiaries, (B) as necessary to comply with contractual arrangements, and expenses, including filing fees (C) as necessary to address reasonable privilege or confidentiality concerns; (iii) furnish to the other parties such information and attorneys’ fees, incurred by assistance as such Party parties reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Entity; and filings associated with obtaining Antitrust Clearance(iv) promptly inform the other party of any communications with, and/or and inquiries or requests for information from, such Governmental Entities in connection with any other such clearance needed from any other Governmental Authority; provided, that AZ will bear all filing fees required the transactions contemplated by FTC or another Governmental Authority for submission in connection with obtaining Antitrust Clearance under the HSR Act or any applicable Antitrust Laws outside the Major MarketsAgreement. In the event that all applicable Antitrust Clearances, furtherance and not in jurisdictions where applicable Antitrust Laws do not permit a notified deal to close before Antitrust Clearance, have not been granted within [***] days after the provision of written notice limitation of the exercise covenants of the relevant Option parties contained in Section 6.3(a) and this Section 6.3(b), each of Parent and Apple Holdco agrees to cooperate and use its reasonable best efforts to assist in any defense by AZ to Silence then Silence or AZ may terminate the other party hereto of the transactions contemplated by this Agreement insofar before any Governmental Entity reviewing the transactions contemplated by this Agreement, including by providing (as it relates promptly as practicable) such information as may be requested by such Governmental Entity or such assistance as may be reasonably requested by the other party hereto in such defense. (c) If any objections are asserted by any Governmental Entity with respect to the relevant Selected Target and transactions contemplated hereby, or if any Action is instituted by any Governmental Entity challenging any of the provisions of Section 6.4 shall apply to such Selected Target; provided, however, that such right to terminate shall not be available to a Party to the extent any action or failure to act by such Party has resulted in the failure transactions contemplated hereby as violative of any applicable Antitrust Clearance Law or an Order is issued enjoining the Merger under any applicable Antitrust Law, each of Parent and Apple Holdco shall, subject to the provisions of this Section 6.3, use its reasonable best efforts to resolve any such objections or challenge as such Governmental Entity may have to such transactions under such Law or to have such Order vacated, reversed or otherwise removed in accordance with applicable legal procedures with the goal of enabling the transactions contemplated by this Agreement to be obtained within consummated by the Outside Date. Parent and Apple Holdco shall, and shall cause their respective Subsidiaries to, subject to the provision of this Section 6.3, use their respective reasonable best efforts to seek to lift, reverse or remove any temporary restraining order, preliminary or permanent injunction or other order or decree that would prohibit, prevent or restrict consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, in no event will Parent, MergerSub or Apple Holdco be required to take any action or accept any condition, restriction, obligation or requirement with respect to Parent, Apple Holdco, their respective Subsidiaries or their and their respective Subsidiaries' assets if such period action, condition, restriction, obligation or requirements (i) would reasonably be expected to require Parent, Apple Holdco or their respective Subsidiaries to sell, license, transfer, assign, lease, dispose of timeor hold separate any material business or assets, (ii) would reasonably be expected to result in any material limitations on Parent, Apple Holdco or their respective Subsidiaries to own, retain, conduct or operate all or a material portion of their respective businesses or assets or (iii) would bind Parent, Apple Holdco or any of their Subsidiaries to take an action irrespective of whether the Closing occurs.

Antitrust Clearance. If AZ reasonably determines in good faith prior Purchaser and Seller shall use their respective reasonable best efforts to the expiration of an Option Term that any Antitrust Clearance is required in connection with the exercise of the relevant Option, AZ shall notify Silencemake, as part of its written notice of exercise of the Option or earlier (at AZ’s discretion) promptly as practicable, and the Parties shall file the relevant documents with the U.S. Federal Trade Commission (“FTC”) and/or any other Governmental Authority as required, in any event no later than [***] days after AZ’s written notice the tenth (10th) Business Day from the date hereof, all required filings under the HSR Act, and shall, no later than the thirtieth (30th) calendar day from the date hereof, definitively determine whether any other Antitrust Laws are applicable to the transactions contemplated hereby and, promptly following such determination, shall make all required filings and notices under such other applicable Antitrust Laws (collectively with all required filings under the HSR Act, the “Antitrust Filings”). Purchaser and Seller shall consult and cooperate with each other in the preparation of the exercise Antitrust Filings, and each shall promptly inform the other of the relevant Optionany material communication received by such party from any Governmental Authority regarding any Antitrust Filing. The Parties Each party shall cooperate review and discuss in advance, and consider in good faith with respect to such filings with the objective views of obtaining prompt Antitrust Clearances and/or all other such clearances and AZ shall request early termination of all applicable waiting periods. Where AZ has made its filings within the aforementioned time limit, the Option Exercise Effective Date shall automatically be extended until all applicable Antitrust Clearances (and/or all other such clearances) are granted, unless applicable Antitrust Laws permit a notified deal to close before Antitrust Clearance. Nothing in this Section 6.2 or otherwise in this Agreement shall require either Party to divest any assets, or to take action (beyond cooperation with the other Party) to respond to any “Second Request” from the FTC or similar request from any other Governmental Authority, party in connection with any clearance filingproposed written or material oral communication with any Governmental Authority concerning any Antitrust Filing. Neither party shall participate in any meeting with any Governmental Authority unless it first consults with the other party in advance, and to the extent permitted by the Governmental Authority, gives such other party the opportunity to be present thereat. Neither party shall agree 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 Authority without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Each Party of Purchaser and Seller shall be responsible for all costs and expenses, including its own filing fees and attorneys’ fees, incurred by such Party in connection with the preparation and filings associated with obtaining Antitrust Clearance, and/or required to be paid in connection with any other such clearance needed Antitrust Filing. Notwithstanding anything in this Agreement to the contrary, following the making of the Antitrust Filings, neither Purchaser nor Seller shall be required to commit to any divestitures, licenses, or hold separate or similar agreements with respect to assets or conduct of business arrangements as a condition to obtaining any approvals from any other Governmental Authority; provided, that AZ will bear all filing fees required by FTC or another Governmental Authority for submission in connection with obtaining Antitrust Clearance under the HSR Act or any applicable Antitrust Laws outside the Major Markets. In the event that all applicable Antitrust Clearances, in jurisdictions where applicable Antitrust Laws do not permit a notified deal to close before Antitrust Clearance, have not been granted within [***] days after the provision of written notice of the exercise of the relevant Option by AZ to Silence then Silence or AZ may terminate this Agreement insofar as it relates to the relevant Selected Target and the provisions of Section 6.4 shall apply to such Selected Target; provided, however, that such right to terminate shall not be available to a Party to the extent any action or failure to act by such Party has resulted in the failure of any applicable Antitrust Clearance to be obtained within such period of time.