Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. The Company and the Purchaser acknowledge that one or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection with, and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required in connection with any such exercise and, notwithstanding anything to the contrary in this Agreement or the Warrants, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing to be made all necessary applications, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required in connection with the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (or Warrant Shares issued upon exercise of Warrants), the Purchaser Parties shall be responsible for 100% of such filing fees).

Antitrust Filings. The Company (a) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and the Purchaser acknowledge Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that one or more filingssuch review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and prior toany proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the issuance of shares of Common Stock upon exercise Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the Warrants in accordance with their termsparty that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. From Each of Buyer and after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, hereby agrees to use its reasonable best efforts to secure termination or expiration of a any waiting periodperiods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, waiver and/or approval is required in connection as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any such exercise andRequest for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, notwithstanding each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement Agreement, nothing shall require or the Warrants, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject construed to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing to be made all necessary applications, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser require Buyer or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or Affiliates, in order to obtain the consent or successful termination or expiration of any required consentsreview of any Governmental Entity regarding the Transactions, expirationsto (i) sell or hold separate, waivers or approvals. For the avoidance of doubtagree to sell or hold separate, from and before or after the ClosingClosing Date, Purchaser and any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Permitted Transferees may require the cooperation Affiliates or of the Company under this Section 5.01 at or any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held Subsidiaries (or to consent to any sale, or agreement to sell, by Purchaser or its Permitted Transferee. The Purchaser and Buyer, the Company shall each be responsible for or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the payment operation by Buyer or any of one-half its Affiliates of all filing fees associated any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such applications or filings (provided, that if the application or filing would not have been required in connection with the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (or Warrant Shares issued upon exercise of Warrants), the Purchaser Parties shall be responsible for 100% of such filing fees).matters. 4.6

Antitrust Filings. Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the Purchaser acknowledge that one other party with any information which may be required in order to effectuate notices, reports, documents or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be necessary required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, and prior tothe requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the issuance Company or Parent, as the case may be, will promptly inform the other party of shares of Common Stock upon exercise such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Warrants in accordance Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with their terms. From and after respect to the ClosingMerger or any of the other transactions contemplated by this Agreement, keep the Purchaser will promptly notify other party reasonably informed as to the Company if status of any such filingAction or threat, notification, expiration of a waiting period, waiver and/or approval is required and in connection with any such exercise andAction, notwithstanding anything each of the Company or Parent will permit authorized representatives of the other party to the contrary in this Agreement be present at each meeting or the Warrants, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject conference relating to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time Action and to time following the Closing, the Company will use reasonable best efforts have access to cooperate in promptly making or causing to and be made all necessary applications, submissions and filings under any applicable Competition Laws consulted in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether any document, opinion or proposal made or submitted to any Governmental Authority in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated connection with any such applications or filings (provided, that if the application or filing would not have been required in connection with the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (or Warrant Shares issued upon exercise of Warrants), the Purchaser Parties shall be responsible for 100% of such filing fees)Action.

Antitrust Filings. The Company Each of Newco and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Purchaser acknowledge that one Company, on the other hand, shall (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act within ten (10) calendar days following the execution and delivery of this Agreement, and (ii) file comparable pre-merger or more post-merger notification filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection with, forms and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required in connection submissions with any such exercise and, notwithstanding anything to the contrary in this Agreement or the Warrants, Purchaser expressly acknowledges and agrees foreign Governmental Authority that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested are required by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing to be made all necessary applications, submissions and filings under any other applicable Competition Antitrust Laws in connection with the issuance Merger. Each of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, Newco and the Company shall not have (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any responsibility information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or liability for failure requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take all action reasonably necessary to cause the expiration or termination of the Purchaser or applicable waiting periods under the HSR Act and any of its Permitted Transferees or Affiliates other Antitrust Laws applicable to comply with any applicable Competition Law or the Merger as soon as practicable, and to obtain any required consentsconsents under any other Antitrust Laws applicable to the Merger as soon as reasonably practicable. Each of Newco and Merger Sub (and their respective Affiliates, expirationsif applicable), waivers or approvals. For on the avoidance one hand, and the Company, on the other hand, shall promptly inform the other of doubt, any communication from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation any Governmental Authority regarding any of the Company under transactions contemplated by this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust Laws applicable to the Merger with respect to which any such filings have been made, then such party shall make (or Warrant Shares issued upon exercise of Warrantscause to be made), as soon as reasonably practicable and after consultation with the Purchaser Parties shall be responsible for 100% of other party, an appropriate response in compliance with such filing fees)request.

Antitrust Filings. The Company All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under the HSR Act or other applicable Government Authorities in respect to other Antitrust Laws (such filings the “Antitrust Filings”). Each of the Parties shall promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the Purchaser acknowledge that one instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or more filingsother material communications received by such Party or any of their respective Affiliates, notificationsas the case may be, expirations from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary the other Party in connection with, and prior to, any proposed material written communication to any Governmental Authority with respect to the issuance of shares of Common Stock upon exercise transactions contemplated hereby. Each of the Warrants Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in accordance any substantive meeting or discussion, either in person or by telephone, with their terms. From and after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required Governmental Authority in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any such exercise andof its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, notwithstanding administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement or Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the Warrantsreceipt of all consents, Purchaser expressly acknowledges approvals and agrees that any such authorizations required under the Antitrust Laws, and the option exercise shall not be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closingeffective, the Company will use reasonable best efforts to cooperate in promptly making particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or causing to be made all necessary applicationsexpire, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise expiry of the Warrants whether in advance Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such exercise or contemporaneous with such exerciseAntitrust Filing; provided thatprovided, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (providedhowever, that if the application or filing would option exercise has not have been required in connection with become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (or Warrant Shares issued upon exercise of Warrants)Section 3.2.3, the Purchaser Parties corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be responsible for 100% of such filing fees)deemed an Unavailable Payload.

Antitrust Filings. The Company Each of Buyer and the Purchaser acknowledge Company shall, as soon as practicable, and in any event no later than ten (10) Business Days from the date of this Agreement, make any initial filings required under the HSR Act, and supply as promptly as reasonably practicable any additional information and documentary material that one or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection withrequested by a Governmental Entity pursuant to the HSR Act. Buyer shall pay all filing fees under the HSR Act, and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly notify neither the Company if nor any such filingCompany Subsidiary shall be required to pay any fee, notification, expiration of a waiting period, waiver and/or approval is required penalty or other payment to any Governmental Entity in connection with any filings under the HSR Act or such exercise andother filings as may be required under applicable law. The parties hereto shall consult and cooperate with one another, notwithstanding anything and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the contrary in this Agreement or the Warrants, Purchaser expressly acknowledges HSR Act. Each of Buyer and agrees that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will shall use reasonable best efforts to cooperate in promptly making or causing resolve such objections, if any, as may be asserted by any Governmental Entity with respect to be made all necessary applications, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in transactions contemplated by this Agreement or under the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser HSR Act or any other law, rule or regulation having the purpose or effect of its Permitted Transferees monopolization or Affiliates to comply with any applicable Competition Law or to obtain any required consentsrestraint of trade (collectively, expirations, waivers or approvals“Antitrust Laws”). For the avoidance Each of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser Buyer and the Company shall use reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust Laws with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. Without limiting the foregoing, each be responsible for of Buyer and the payment Company shall take any and all of one-half the following actions to the extent necessary or appropriate to obtain the approval of all filing fees associated any Governmental Entity with jurisdiction over the enforcement of any applicable Antitrust Laws or other laws regarding the transactions contemplated hereby: (i) entering into negotiations; (ii) providing information required by Antitrust Law or governmental regulation adopted thereunder; (iii) providing information informally requested by a Governmental Entity reviewing the transactions contemplated hereby under the HSR Act; and (iv) undertaking reasonable best efforts to substantially comply with any such applications or filings (provided, that Request for Additional Information and Documentary Material issued pursuant to the HSR Act. The preceding obligations shall expire if the application or filing would not have been required in connection with the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (or Warrant Shares issued upon exercise of Warrants), the Purchaser Parties shall be responsible for 100% of such filing fees)is terminated pursuant to Article 12.

Antitrust Filings. The parties shall cooperate in the timely preparation and submission of any necessary Antitrust Filings, and each shall request early termination of any applicable waiting period(s) relating to the Antitrust Filings. Each of the Company and the Purchaser acknowledge shall promptly supply the other with any information that one or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary required in connection with, and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly notify the Company if order to effectuate or obtain any such filing, notification, expiration of a waiting period, waiver and/or approval is required applicable consents in connection with any such exercise andall required Antitrust Filings. Except where prohibited by applicable laws, notwithstanding anything and subject to the contrary confidentiality obligations in this the Collaboration Agreement or and any joint defense agreement entered into between the Warrantsparties, Purchaser expressly acknowledges each of the Company and agrees that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing(and their respective Affiliates), the Company will use reasonable best efforts to cooperate in promptly making or causing to be made all necessary applications, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates order to comply with any applicable Competition Law antitrust or to competition laws and regulations or obtain any applicable consents in connection with all required consentsAntitrust Filings, expirationsshall (A) consult with the other prior to taking a position with respect to any Antitrust Filings or applicable antitrust or competition laws and regulations, waivers or approvals. For (B) to the avoidance extent reasonably required to permit appropriate coordination of doubtefforts, from permit the other to review and after discuss in advance, and consider in good faith the Closing, Purchaser and its Permitted Transferees may require the cooperation views of the Company under this Section 5.01 at other in connection with, any timeanalyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions, and from time proposals before making or submitting any of the foregoing to time any Governmental Authority, (C) coordinate with the other in preparing and on multiple occasionsexchanging such information, prior (D) promptly provide the other (and their counsel) with copies of presentations or other advocacy submissions (and a summary of any oral presentations) made by such party to any Governmental Authority, and (E) promptly provide the other (and their counsel) with advance notice of, and an opportunity to attend as an observer (to the exercise in full of extent permitted by the Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated applicable Governmental Authority), any meeting with any such applications or filings (provided, that if the application or filing would not have been required Governmental Authority in connection with the applicable exercise consummation of Warrants had the private placement pursuant to the Company Participation Right. Each of the Company and the Purchaser Parties beneficially owned only Securities acquired under (and their respective Affiliates) will notify the other promptly upon the receipt of (x) any comments from any Governmental Authority in connection with any Antitrust Filings made pursuant to this Agreement Agreement, and (y) any request by any Governmental Authority for amendments or Warrant Shares issued upon exercise of Warrants)supplements to any Antitrust Filings made pursuant to, the Purchaser Parties shall be responsible or for 100% of such filing fees)information provided to comply in all material respects with, any applicable antitrust or competition laws and regulations.

Antitrust Filings. The Company If any applicable waiting periods and approvals are required under Antitrust Laws with respect to the Purchaser acknowledge that one transactions contemplated under this Agreement, then each Party (or more filings, notifications, expirations of waiting periods, waivers and/or approvals its Affiliate) will file the appropriate notices under applicable Competition the HSR Act or similar notices or filings under ‑110‑ Applicable Laws may be necessary in connection with, and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and any other jurisdiction (“Antitrust Filings”) within [***] after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required in connection with any such exercise and, notwithstanding anything to the contrary in this Agreement or the Warrants, Purchaser expressly acknowledges and agrees that any such exercise Execution Date. The Parties shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate seek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”) and any other Governmental Authority with which an Antitrust Filing is made and will comply promptly with any reasonable FTC, DOJ or other Governmental Authority inquiry or request of this nature; provided that neither Party will be required to consent to the divestiture or other disposition of any of its assets (or the assets of its Affiliates) or to consent to any other structural or conduct remedy, and each Party and its Affiliates will have no obligation to contest, administratively or in promptly making court, any ruling, order or causing other action of the FTC, DOJ, other Governmental Authority or any Third Party with respect to be made all necessary applicationsthe transactions contemplated by this Agreement. GSK will (i) control the strategy for obtaining any consents, submissions and approvals of, or registrations, declarations or filings under from any applicable Competition Laws Governmental Authority in connection with the issuance of shares of Common Stock upon exercise transaction and (ii) coordinate the overall development of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants positions to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser be taken and the Company shall each regulatory actions to be responsible for the payment of one-half of all requested in any filing fees associated or submission with any such applications or filings (provided, that if the application or filing would not have been required a Governmental Authority in connection with the applicable exercise transactions contemplated hereby. [***]. Each of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or Warrant Shares issued upon exercise of Warrants)submissions and will cooperate in responding to any inquiry from the FTC or DOJ and to any requests for additional information at the earliest practicable date, including promptly informing the Purchaser Parties shall be responsible for 100% other Party of such inquiry, consulting in advance before making any presentations or submissions to the FTC or DOJ, and supplying each other with copies of all material correspondence, filings or communications between either party and either the FTC or DOJ with respect to this Agreement. Such information can be shared on an outside counsel basis or subject to other restrictions to the extent deemed necessary or advisable by counsel for the disclosing Party. To the extent practicable and as permitted by the FTC or DOJ, each Party hereto shall permit representatives of the other Party to participate in material substantive meetings (whether by telephone or in person) with the FTC or DOJ. Neither Party shall commit to or agree with the FTC or DOJ to withdraw its filing feesand refile under the HSR Act without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed).

Antitrust Filings. The Company Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Purchaser acknowledge that one Company, on the other hand, shall (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act within twenty (20) calendar days following the execution and delivery of this Agreement, and (ii) file comparable pre-merger or more post-merger notification filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection with, forms and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required in connection submissions with any such exercise and, notwithstanding anything to the contrary in this Agreement or the Warrants, Purchaser expressly acknowledges and agrees foreign Governmental Authority that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested are required by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing to be made all necessary applications, submissions and filings under any other applicable Competition Antitrust Laws in connection with the issuance Merger. Each of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, Parent and the Company shall not have (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any responsibility information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or liability for failure requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take all action reasonably necessary to cause the expiration or termination of the Purchaser or applicable waiting periods under the HSR Act and any of its Permitted Transferees or Affiliates other Antitrust Laws applicable to comply with any applicable Competition Law or the Merger as soon as practicable, and to obtain any required consentsconsents under any other Antitrust Laws applicable to the Merger as soon as reasonably practicable. Each of Parent and Merger Sub (and their respective Affiliates, expirationsif applicable), waivers or approvals. For on the avoidance one hand, and the Company, on the other hand, shall promptly inform the other of doubt, any communication from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation any Governmental Authority regarding any of the Company under transactions contemplated by this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust Laws applicable to the Merger with respect to which any such filings have been made, then such party shall make (or Warrant Shares issued upon exercise of Warrantscause to be made), as soon as reasonably practicable and after consultation with the Purchaser Parties shall be responsible for 100% of other party, an appropriate response in compliance with such filing fees)request.

Antitrust Filings. The Company Each of MannKind and United Therapeutics shall use its reasonable best efforts to (i) file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party, pursuant to the Antitrust Laws, with any Governmental Authority (the “Filings”) with respect to this Agreement and the Purchaser acknowledge transactions contemplated hereby, (ii) submit promptly any additional information requested by any such Governmental Authority, and (iii) obtain termination or expiration of the waiting period under the HSR Act and those associated with any other of the Filings which the parties reasonably conclude must be obtained prior to making the rights and obligations of this Agreement effective, and (iv) prevent the entry in any action brought by a Governmental Authority or any other Person that one would prohibit, make unlawful or more filingsdelay the making of the rights and obligations of this Agreement effective. Without limiting the generality of the foregoing, notificationseach of MannKind and United Therapeutics agrees to prepare and make appropriate filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, expirations as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) relating to this Agreement and the transactions contemplated hereby as soon as reasonably practicable, but in any event within 15 Business Days after the Execution Date unless otherwise agreed to in writing by the parties (the “HSR Filing Date”). The Parties will notify each other promptly of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection any oral communication with, and prior toprovide copies of written communications with, any Governmental Authority in connection with any filings made pursuant to this Section 15.16. Each Party shall cooperate reasonably with the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required other Party in connection with any such exercise andfiling (including, notwithstanding anything to the contrary extent permitted by Applicable Laws, providing copies of all such documents to the non-filing Party prior to filing and considering all reasonable additions, deletions or changes suggested in this Agreement connection therewith) and in connection with resolving any investigation or the Warrants, Purchaser expressly acknowledges and agrees that other inquiry of any such exercise shall be expressly subject Governmental Authority under any Antitrust Laws with respect to any such applicable filing. No Party hereto shall independently participate in any meeting, teleconference, or other written or oral communication with any Governmental Authority in respect of any such filing, notificationinvestigation or other inquiry without giving the other Party prior notice of the meeting and, expiration of a waiting periodto the extent permitted by such Governmental Authority, waiver the opportunity to attend and/or approvalparticipate. To the extent requested permitted by Applicable Laws, and subject to all applicable privileges (including the Purchaser or its Permitted Transferees from time to time following attorney client privilege), each Party shall consult and cooperate reasonably with the Closingother Party, and shall consider in good faith the Company will use reasonable best efforts to cooperate in promptly making or causing to be made all necessary applicationsviews of each other, submissions and filings under any applicable Competition Laws in connection with the issuance any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required Party hereto in connection with proceedings under or relating to the applicable exercise of Warrants had HSR Act or other Antitrust Laws. Each Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Purchaser other Parties beneficially owned only Securities acquired under this Agreement (or Warrant Shares issued upon exercise of Warrants), paragraph as “outside counsel only.” Such materials and the Purchaser Parties information contained therein shall be responsible for 100% given only to the outside legal counsel of the recipient and will not be disclosed by such filing fees).outside legal counsel to employees, officers, or directors of the recipient, unless express written

Antitrust Filings. The Company Each of Parent and the Purchaser acknowledge that one Company shall make or more filingscause to be made all filings and submissions required under the HSR Act within ten (10) Business Days after the date hereof, notifications, expirations of waiting periods, waivers and/or approvals under and any other applicable Competition Antitrust Laws may be necessary with respect to the jurisdictions set forth on Annex 7.02 as promptly as practicable in connection with, and prior to, with the issuance of shares of Common Stock upon exercise consummation of the Warrants in accordance transactions contemplated herein (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, if available, with their termsrespect to any such other applicable Antitrust Laws). From In connection with the transactions contemplated herein, Parent and after the Closing, the Purchaser will promptly notify the Company if shall as promptly as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by any Governmental Entities. Notwithstanding anything herein to the contrary, Parent and the Company shall cooperate in good faith with any Governmental Entities and Parent and the Company shall use their respective reasonable best efforts to undertake promptly any and all action required to complete the transactions contemplated by this Agreement expeditiously; provided that nothing herein shall require Parent or any of its Subsidiaries to (i) sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminate existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminate any venture or other arrangement; (iv) create any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (v) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries; or (vi) litigate a challenge to the transactions contemplated herein based on any Antitrust Laws (or, in any such filingcase, notification, expiration enter into agreements or stipulate to the entry of a waiting period, waiver and/or approval is required an Order or decree or file any applications with any Governmental Entity in connection with any such exercise andof the foregoing, notwithstanding anything or, in the case of Actions by or with respect to the contrary in this Agreement any Group Company or the Warrantsits businesses or assets, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject to consent to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested Action by the Purchaser or its Permitted Transferees from time to time following the Closing, Company). Parent and the Company will use reasonable best efforts to each shall diligently assist and cooperate with the other Party in promptly making or causing preparing and filing any and all written communications that are to be made all necessary applications, submissions and filings under submitted to any applicable Competition Laws Governmental Entities in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether transactions contemplated hereby and in advance of such exercise obtaining any governmental or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required third party consents, expirationswaivers, waivers authorizations or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees approvals which may require the cooperation of the be required to be obtained by any Group Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required in connection with the applicable exercise transactions contemplated hereby, including (A) timely furnishing to the other Party all reasonably requested information, (B) keeping the other Party reasonably informed of Warrants had any communication received or given in connection with any proceeding by the Purchaser Parties beneficially owned only Securities acquired under this Agreement other Party, in each case regarding the Merger and (C) permitting the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Entity or Warrant Shares issued upon exercise of Warrants)in connection with any proceeding related to the HSR Act or other Antitrust Laws, in each case regarding the Purchaser Parties shall be responsible for 100% of such filing fees)Merger.

Antitrust Filings. The Company (a) Without limiting the generality of Section 7.09(a) and Section 7.09(b) during the period (i) beginning on the Agreed Milestone Achievement Date and (ii) assuming either the Call Option Exercise Notice or the Put Option Exercise Notice has been provided, ending on the earlier of (A) the Closing and (B) the valid termination of this Agreement pursuant to Article IX, each of Buyer and the Purchaser acknowledge that one or more Company shall (and the Securityholders shall use their voting power to cause the Company to) promptly file any notification filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection with, forms and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required in connection submissions with any such exercise and, notwithstanding anything to the contrary in this Agreement or the Warrants, Purchaser expressly acknowledges and agrees Governmental Entity that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested are required by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing to be made all necessary applications, submissions and filings under any applicable Competition Antitrust Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contraryEquity Purchase (collectively, the Company shall not have any responsibility or liability for failure “Antitrust Filings”). Each of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Purchaser Buyer and the Company shall each (and the Securityholders shall use their voting power to cause the Company to): (w) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of the Antitrust Filings as soon as practicable, and in any event within ten (10) Business Days, following delivery of the Call Option Exercise Notice or the Put Option Exercise Notice, as applicable; (x) use its respective reasonable best efforts to supply the other (or cause the other to be responsible for the payment of one-half of all filing fees associated supplied) with any such applications or filings (provided, information that if the application or filing would not have been may be required in connection with order to make the Antitrust Filings; (y) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the Governmental Entities of any other applicable jurisdiction in which any such Antitrust Filing is made and (z) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable exercise of Warrants had waiting periods pursuant to the Purchaser Parties beneficially owned only Securities acquired under this Agreement Antitrust Laws applicable to the Equity Purchase and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the Equity Purchase, in each case as soon as practicable following the Agreed Milestone Achievement Date and assuming either the Call Option Exercise Notice or Warrant Shares issued upon exercise of Warrants), the Purchaser Parties shall be responsible for 100% of such filing fees)Put Option Exercise Notice was provided.

Antitrust Filings. The (a) Promptly after the date of this ----------------- Agreement, each of Company and Parent will prepare and file (i) with the Purchaser acknowledge that one United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or more filingscontrol laws and regulations of any applicable jurisdiction, notificationsas agreed to by the parties (the "Antitrust Filings") and (ii) any other filings required to be filed by it under the Exchange Act, expirations of waiting periodsthe Securities Act or any other federal, waivers and/or approvals under applicable Competition Laws state or foreign laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Company and Parent each shall promptly supply the other with any information which may be necessary required in connection with, order to effectuate any filings pursuant to this Section 6.2. (b) Each of Company and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser Parent will promptly notify the Company if other promptly upon the receipt of any such filing, notification, expiration of a waiting period, waiver and/or approval is required comments from the SEC or its staff or any other government officials in connection with any such exercise and, notwithstanding anything filing made pursuant hereto and of any request by the SEC or its staff or any other government officials for amendments or supplements to the contrary in this Agreement or Registration Statement, the Warrants, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the ClosingPost-Effective Amendment, the Company Proxy Statement or any Antitrust Filings or Other Filings or for additional information and will use reasonable best efforts to cooperate in promptly making or causing to be made supply the other with copies of all necessary applications, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of correspondence between such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser party or any of its Permitted Transferees representatives, on the one hand, and the SEC, or Affiliates its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Post-Effective Amendment, the Company Proxy Statement, the Merger or any Antitrust Filing or Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under Section 6.1 and this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any applicable Competition Law event occurs which is required to be set forth in an amendment or to obtain any required consentssupplement the Registration Statement, expirationsthe Post-Effective Amendment, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at Proxy Statement or any timeAntitrust Filing or Other Filing, Company or Parent, as the case may be, will promptly inform the other of such occurrence and from time to time and on multiple occasions, prior to cooperate in filing with the exercise in full of the Warrants held by Purchaser SEC or its Permitted Transferee. The Purchaser and the staff or any other government officials, and/or mailing to stockholders of Company shall each be responsible for the payment of one-half of all filing fees associated with any and/or Parent, such applications amendment or filings (provided, that if the application or filing would not have been required in connection with the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (or Warrant Shares issued upon exercise of Warrants), the Purchaser Parties shall be responsible for 100% of such filing fees)supplement.

Antitrust Filings. The Company and the Purchaser acknowledge that one or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection withAs soon as practicable, and prior toin any event within ten (10) Business Days following the date of this Agreement, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From Company, Hospitality, Parent, MergerCo 1 and after the Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required in connection with any such exercise and, notwithstanding anything to the contrary in this Agreement MergerCo 2 each shall make or the Warrants, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing cause to be made all necessary applicationsfilings (it being understood that in any jurisdiction where the submission of a draft prior to formal filing or notification is appropriate or advisable, submissions only the draft initial submission or notification shall be required to be submitted within ten (10) Business Days), and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under the Exchange Act or any other federal, state or foreign Law, including filings (or draft filings or initial submissions, as applicable or advisable) required under any applicable Competition Laws Antitrust Law in the jurisdictions listed on Schedule 7.2 (collectively, the “Antitrust Filings”). The Paired Entities, Parent, MergerCo 1 and MergerCo 2 shall cooperate and consult with each other in connection with the issuance making of shares all such Antitrust Filings, including by providing copies of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants all relevant documents to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser non-filing party and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, advisors prior to the exercise in full filing. Except as otherwise required by Law, neither Parent nor any of the Warrants held by Purchaser or its Permitted TransfereePaired Entities shall file any such document if the other party has reasonably objected to the filing of such document. The Purchaser Paired Entities, Parent, MergerCo 1 and MergerCo 2 shall consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by or on behalf of any party hereto in connection with proceedings, reviews or inquiries arising out of, relating to or resulting from such Antitrust Filings or in connection with any Antitrust Law and consider in good faith any reasonable comments such other party may have in such submissions, and not participate independently in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such Antitrust Filings or any investigations or other inquiries relating to any applicable Antitrust Law without giving such other party prior notice of the Company meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. Neither Parent nor any of the Paired Entities shall consent, and each shall cause its respective affiliates not to consent, to any voluntary extension of any statutory deadline or waiting period or to any timing agreement or other 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 party, which consent shall not be unreasonably withheld or delayed. Each of the Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 shall promptly notify the other of the receipt of any communication with a Governmental Entity regarding the transactions contemplated hereby, or of any comments on, or any request for amendments or supplements to, any of the Antitrust Filings by any Governmental Entity or official, and each of the Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 shall supply the other with copies of all correspondence between it and each of its affiliates and Representatives, on the one hand, or any other governmental official, on the other hand, with respect to any of the Antitrust Filings or any applicable Antitrust Law. The Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 each shall promptly obtain and furnish the other (a) the information which may be reasonably required in order to make such Antitrust Filings and (b) any additional information which may be requested by a Governmental Entity and which the parties reasonably deem appropriate. Parent shall be solely responsible for the payment of one-half of and pay all filing filings fees associated with payable to any such applications or filings (provided, that if the application or filing would not have been required Governmental Entity pursuant to applicable Antitrust Law in connection with the applicable exercise transactions contemplated by this Agreement. Any information or materials provided to the other parties pursuant to this Section 7.2 may be provided on an “outside counsel only” basis, if appropriate, and that information or materials may also be redacted (i) to remove references concerning the valuation of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement Paired Entities and the Paired Entities Subsidiaries or other competitively sensitive materials, (ii) as necessary to comply with contractual arrangements and obligations and (iii) as necessary to address reasonable attorney-client or Warrant Shares issued upon exercise of Warrants), the Purchaser Parties shall be responsible for 100% of such filing fees)other privilege or confidentiality concerns.