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.

Antitrust Filings. (a) The Company Buyer, the Securityholder Representative and the Purchaser acknowledge that one or more filingsCompany shall, notificationswithin three (3) Business Days after the date hereof, expirations of waiting periodsif required by the Antitrust Laws, waivers and/or approvals file with the appropriate Governmental Authority all forms and documentation required to be filed by them under applicable Competition the Antitrust Laws may be necessary in connection withconcerning the transactions contemplated hereby, and prior to, the issuance of shares of Common Stock upon exercise shall request early termination 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 if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any such exercise andfiling required under the Antitrust Laws. The Buyer, notwithstanding anything the Securityholder Representative and the Company agree to the contrary in this Agreement or the Warrants, Purchaser expressly acknowledges and agrees use reasonable efforts to insure that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approvalperiods imposed under the Antitrust Laws terminate or expire as early as practicable. To Without limiting the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closingforegoing, the Buyer, the Securityholder Representative and the Company will agree to use reasonable best efforts to cooperate in promptly making or causing and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to be made all furnish each other such necessary applications, submissions information and filings under any applicable Competition Laws reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the issuance of shares of Common Stock upon exercise provisions of the Warrants whether in advance Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such exercise party or contemporaneous its Affiliates with such exercise; provided thator from any Governmental Authority or staff members thereof, notwithstanding anything in with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Warrants to the contrary, the Company shall not have any responsibility Buyer’s negotiating objectives or liability for failure of the Purchaser strategies 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)purchase price expectations.

Antitrust Filings. The (a) Each of Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) shall make or cause to be made all filings and submissions required under 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 withHSR Act within five (5) Business Days after the date hereof, and prior to, the issuance applicable Antitrust Laws of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and Germany within five (5) Business Days 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 date hereof in connection with any such exercise and, notwithstanding anything the consummation of the Transaction (which filings and submissions shall seek early termination if made pursuant to the contrary in this Agreement or HSR Act and the Warrantsequivalent, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject if available, with respect to any such other applicable filingAntitrust Laws). DI SAS shall deliver, notificationor cause the delivery of all information necessary for Purchaser to make all filings and submissions required under the applicable Antitrust Laws of Russia as promptly as possible, expiration of a waiting periodbut in any event within ten (10) Business Days after the date hereof. In connection with the Transaction, waiver and/or approval. To Purchaser and DI SAS (including, if necessary and to the extent requested permitted by the Purchaser or its Permitted Transferees from time to time following the Closingtheir corporate powers, by causing actions of the Company will to the extent permitted by its corporate powers) shall 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 Authorities. (b) Notwithstanding anything herein to the contrary, Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) shall cooperate in good faith with any Governmental Authorities and Purchaser shall, and shall cause each of its Affiliates to, use its reasonable best efforts to undertake promptly any and all actions (including without limitation to 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 Purchaser or their respective Affiliates, without limitation) required to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in each case, to complete the Transaction expeditiously and lawfully. (c) Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) each shall diligently assist and cooperate with each other 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 Authorities in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether Transaction and in advance of such exercise obtaining any governmental consents, waivers, authorizations or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants approvals which may be required to the contrary, the Company shall not have any responsibility or liability for failure of the be obtained by Purchaser or any of its Permitted Transferees Affiliates in connection with the Transaction, which assistance and cooperation shall include: (i) timely furnishing to the other Party all information concerning the other Party that counsel to the other Party reasonably determines is required to be included in such documents or Affiliates would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) promptly providing the other Party with copies of all written communications to or from any Governmental Authority relating to any Antitrust Law; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with contractual arrangement or applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iii) keeping the other Party reasonably informed of any communication received or given in connection with any proceeding by the other Party, in each case regarding the Transaction; and (iv) permitting the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Authority, in each case regarding the Transaction. Neither Purchaser or its Affiliates, on one hand, nor DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers), on the other hand, shall initiate, or agree to participate in any meeting, telephone call or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Transaction, or as to any filings under the HSR Act or any other applicable Antitrust Laws, without giving the other Party reasonable prior notice of the meeting or discussion and, to the extent permitted by such Governmental Authority, the opportunity to attend and participate in such meeting, telephone call or discussion. Without prejudice to the other provisions of this Article 4(c), Purchaser shall, on behalf of the parties, control and lead all communications and strategy relating to obtaining all approvals, consents, waivers, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transaction; provided, however, that Purchaser shall consult in advance with DI SAS and in good faith take DI SAS’s views into account regarding the overall strategic direction of any such litigation or approval process, as applicable, and consult with DI SAS prior to taking any material substantive positions or submissions or entering into any negotiations concerning such approvals, as applicable. The Purchaser shall not, without the prior written consent of DI SAS, not to be unreasonably withheld taking into account the mutual intention and agreement of the Parties as set forth herein to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in each case, to complete the Transaction expeditiously and lawfully, withdraw any filing or submission made in accordance with this Article 4; provided, however, that following consultation with DI SAS, the Purchaser may withdraw and refile each such filing or submission on one occasion without obtaining the consent of DI SAS. (d) If, Purchaser determines to hold separate, upon the consummation of the Transaction, any business, assets or subsidiary of the Company or any subsidiary in order to comply with any applicable Competition Law or Antitrust Law, including by agreeing to obtain any required consentsoperate and manage such businesses, expirationsassets and/or subsidiary separate from the reminder of the Purchaser, waivers or approvals. For the avoidance of doubtDI SAS (including, from and after the Closingif necessary, Purchaser and its Permitted Transferees may require the cooperation by causing actions of the Company under this Section 5.01 at any timeto the extent permitted by its corporate powers) shall take all actions reasonably requested by the Purchaser to assist the Purchaser in (i) the identification and segregation of such business, assets or subsidiary as of the time Closing, and from time to time (ii) causing the board of directors (or other governing body) and on multiple occasions, prior to the exercise in full management of the Warrants held by entities conducting such businesses or holding such assets to cooperate with Purchaser in effecting any matters necessary or its Permitted Transferee. The Purchaser desirable to effect and facilitate such arrangement as of 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)Closing.

Antitrust Filings. The Company 4.2.3.1 In furtherance of and not in limitation of Sections 4.2.1 and 4.2.2, each of Navistar, Navistar Parent and Caterpillar undertakes and agrees to file, and cause each of its Affiliates to file, as soon as reasonably practicable after the execution of this Agreement or when such filing obligation arises as a result of the activities contemplated herein, such filings and apply for such approvals and consents as are required by the non-U.S. antitrust Governmental Authorities set forth on Schedule 4.2.3 hereto. 4.2.3.2 Each of Navistar, Navistar Parent and Caterpillar shall, and shall cause each of its Affiliates to, (a) respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Authority enforcing applicable Laws for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters, (b) promptly notify the other Parties as to any such inquires, and (c) not extend any antitrust-related waiting period or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. 4.2.3.3 Navistar, Navistar Parent and Caterpillar shall, and shall cause each of its Affiliates to, during the period between the execution of this Agreement and the Purchaser acknowledge Closing Date, act in good faith to avoid the entry of, or to have vacated or terminated, any Order that one would restrain, prevent or more filingsdelay the Closing. Upon the mutual consent of both Navistar and Caterpillar, notificationsthe Parties will contest through litigation on the merits, expirations negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of waiting periodsassets or business of Navistar, waivers and/or approvals under applicable Competition Laws may be necessary Navistar Parent, Caterpillar or any of their Affiliates, asserted by any Governmental Authority in connection withwith antitrust matters which would operate to hinder or delay the Closing. Navistar and Caterpillar shall jointly direct and control any such litigation, negotiation or other action, with counsel of their choosing, and prior toeach agrees to reasonably cooperate with the other with respect thereto. 4.2.3.4 Notwithstanding anything in this Agreement to the contrary, the issuance of shares of Common Stock upon exercise none of the Warrants in accordance Parties shall have any obligation to dispose of any of its assets or businesses or to limit its freedom of action with their terms. From and respect to any of its assets or businesses, whether before or after the Closing, the Purchaser will promptly notify the Company if or to agree or commit to do 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 foregoing 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 order to obtain any required consents, expirations, waivers consent or approvals. For the avoidance approval of doubt, from a Governmental Authority. 4.2.3.5 Navistar 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 Caterpillar shall each be responsible for the payment of paying one-half ( 1/2) of all filing fees associated relating to compliance with (a) all of the non-U.S. antitrust Laws set forth on Schedule 4.2.3 hereto and (b) this Section 4.2.3. 4.2.3.6 Each Party shall, subject to applicable Law and except as prohibited by any such applications applicable representative of any applicable Governmental Authority, (a) promptly notify the other Parties of any written or filings oral communication to that Party from any Governmental Authority with respect to this Agreement and the transactions contemplated hereby (or any other matter that could reasonably be expected to affect this Agreement and the transactions contemplated hereby), and permit the other Parties to review in advance any proposed written communication to any of the foregoing with respect to this Agreement and the transactions contemplated hereby (provided, however, that if no Party shall be entitled to review any portion of such written communication that contains Confidential Information or otherwise sensitive information of the application other Parties whose review by such Party is not reasonably necessary to facilitate the transactions contemplated by this Agreement and the Transaction Agreements); and (b) not agree to participate in any substantive meeting or filing would not have been required discussion with any Governmental Authority in connection respect of any filings, investigation or inquiry with respect to this Agreement and the transactions contemplated hereby unless such Party consults with the applicable exercise of Warrants had other Parties in advance and, to the Purchaser extent permitted by such Governmental Authority, gives the other 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)opportunity to attend and participate thereat.

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, notificationsforms and submissions with any Governmental Entity that are required by any applicable Antitrust Laws in connection with the Equity Purchase (collectively, expirations the “Antitrust Filings”). Each of Buyer and the Company shall (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 supplied) with any information that may be required in 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 waiting periodsperiods pursuant to the Antitrust Laws applicable to the Equity Purchase and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the Equity Purchase, waivers and/or approvals in each case as soon as practicable following the Agreed Milestone Achievement Date and assuming either the Call Option Exercise Notice or the Put Option Exercise Notice was provided. (b) Each of the Company, on the one hand, and Buyer, on the other hand, will (and each of them will cause its respective Affiliates to, if applicable) promptly inform the other of any communication from any Governmental Entity regarding the Equity Purchase in connection with the Antitrust Filings. If Buyer, the Company or any of their respective Affiliates receives a request for additional information or documentary material from any Governmental Entity with respect to the Equity Purchase pursuant to the Antitrust Laws applicable to the Equity Purchase, then such party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (c) In furtherance and not in limitation of the foregoing, Buyer and the Company will (and will cause their respective Affiliates to), subject to any restrictions under applicable Competition Laws may be necessary in connection withLaw, 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 (i) promptly notify the Company other party, or its outside antitrust counsel, of (and, if in writing, furnish them with copies of (or, in the case of oral communications, advise them of the contents of)) any material communication received by such filing, notification, expiration of Person from a waiting period, waiver and/or approval is required Governmental Entity in connection with the Equity Purchase and permit the other party to review and discuss in advance (and to consider in good faith any comments made by the other party in relation to) any proposed draft notifications, formal notifications, filings, submissions or other written communications (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Equity Purchase to a Governmental Entity, (ii) keep the other party reasonably informed with respect to the status of any such exercise andsubmissions and filings to any Governmental Entity in connection with the Equity Purchase and any material developments, notwithstanding meetings or discussions with any Governmental Entity in respect thereof, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver; (B) the expiration of any waiting period; (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under applicable Law; and (D) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Entity with respect to the Equity Purchase and related to Antitrust Laws and (iii) (A) provide (1) notice to the other party of any material meeting or substantive conversation with the DOJ, the FTC, or any other Governmental Entity reviewing, or asserting jurisdiction to review, the Equity Purchase under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Equity Purchase and (2) the other party the opportunity to attend or participate in such meeting or conversation unless prohibited by such Governmental Entity, and (B) in the event of a material meeting or substantive conversation with a Governmental Entity other than the DOJ, the FTC, or other Governmental Entity reviewing, or asserting jurisdiction to review, the Equity Purchase under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Equity Purchase, then provide (1) notice to the other party of such meeting or conversation and (2) the opportunity to attend or participate in such meeting or conversation if mutually agreed to in good faith by Buyer and the Company and not otherwise prohibited by such Governmental Entity. However, each of Buyer and the Company may designate any non-public information provided to any Governmental Entity as restricted to “outside counsel” only and any such information will not be shared with the representatives of the other party without approval of the party providing the non-public information. Each of Buyer and the Company may redact any valuation and related information before sharing any information provided to any Governmental Entity with another party on an “outside counsel” only basis. (d) Notwithstanding anything to the contrary in this Agreement or the WarrantsSection 7.10, 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 clearance of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided thatEquity Purchase pursuant to applicable Antitrust Law, notwithstanding anything in this Agreement or the Warrants to the contrary(i) neither Buyer, the Company nor any of their respective Affiliates, nor any Securityholder shall not have be required to (A) litigate or contest any responsibility administrative or liability for failure of the Purchaser judicial action or any of its Permitted Transferees order, whether temporary, preliminary or Affiliates permanent brought by or before any Governmental Entity or (B) make proposals, execute or carry out agreements or submit to comply with any applicable Competition Law orders providing for or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from otherwise undertake a Divestiture and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of (ii) 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 may not (and the Securityholders will use their voting power to cause the Company shall each be responsible not to) make proposals, execute or carry out agreements or submit to orders providing for or otherwise undertake a Divestiture without the payment prior written consent 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)Buyer.

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 termsthe Warrant Agreement. From and after the First Closing, the Purchaser will promptly notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval (in each case under any Competition Law) is required in connection with any such exercise and, notwithstanding of the Warrants in accordance with the Warrant Agreement. Notwithstanding anything to the contrary in this Agreement or the WarrantsWarrant Agreement, Purchaser expressly acknowledges and agrees that any such exercise of the Warrants shall be expressly subject to any such required applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by either the Company or the Purchaser or its Permitted Transferees from time to time following the First Closing, each of the Company and the Purchaser 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 transferees may require the reasonable 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 the Purchaser or its Permitted Transfereesuch transferee. The Purchaser and the Company shall each be responsible for the payment of one-half 50% of all any filing fees associated with any such applications applications, submissions or filings (provided, that if the application by Purchaser 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)its Affiliates.

Antitrust Filings. The Upon the request of the Purchaser, the Company and shall cooperate with the Purchaser acknowledge that one and use (and shall cause its Affiliates to use) its reasonable best efforts to promptly (i) take, or more filingscause to be taken, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection withall actions, and prior todo, or cause to be done, and assist and cooperate with the issuance Purchaser in doing, all things necessary, proper or advisable to obtain the expiration or termination of shares any applicable waiting period under the HSR Act and other applicable antitrust laws to allow for any increase in the Purchaser’s beneficial ownership of Common Stock upon the Company’s equity securities pursuant to the exercise of the Warrants Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant as promptly as reasonably practicable and to consummate and make effective, in accordance with their termsthe most expeditious manner reasonably practicable, such increase, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the transactions and (iii) execute and deliver any additional instruments necessary for any increase in the Purchaser’s beneficial ownership of the Company’s equity securities 20 pursuant to the exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant. From and after Without limiting the Closingforegoing, the Company shall prepare and file, within five (5) Business Days following the request by the Purchaser will promptly notify the Company if any to prepare such filing, notification, expiration of a waiting period, waiver and/or approval is any required Notification and Report Form in connection with any such exercise and, notwithstanding anything increase in the Purchaser’s beneficial ownership of the Company’s equity securities pursuant to the contrary in this Agreement exercise of the Warrant or the Warrants, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject to any such applicable filing, notification, expiration acquisition of a waiting period, waiver and/or approval. To the extent requested Company’s equity securities by the Purchaser or its Permitted Transferees from time during the exercise term of the Warrant requiring prior approval pursuant to time following the ClosingHSR Act. In connection with such undertakings, the Company will shall cooperate and consult with the Purchaser and use reasonable best efforts to cooperate in promptly making or causing prepare and file all necessary documentation, to be made effect all necessary applications, submissions notices, petitions, filings and filings under other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any applicable Competition Laws exemption by, all third parties and governmental authorities, necessary or advisable in connection with relation to any increase in the issuance Purchaser’s beneficial ownership of shares of Common Stock upon the Company’s equity securities pursuant to the exercise of the Warrants whether in advance Warrant or the acquisition of such the Company’s equity securities by the Purchaser during the exercise or contemporaneous with such exercise; provided that, notwithstanding anything term of the Warrant. Nothing in this Agreement or the Warrants to the contrary, Section 4.7 shall require the Company shall not have any responsibility to agree, negotiate, commit to or liability for failure effect, by consent decree, hold separate or otherwise, to (i) the sale, divestiture or disposition of the Purchaser or any of its Permitted Transferees assets or Affiliates to comply with businesses, or (ii) any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For limitation on the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation conduct 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)businesses.

Antitrust Filings. The Company Subject to Section 7.6(c), as soon as reasonably practicable but in no event later than January 26, 2005, the Sellers and the Purchaser acknowledge that one Buyers shall each prepare and file, or more filingscause to be prepared and filed, notifications(1) any notifications required to be filed under the HSR Act with the United States Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”), expirations and request early termination of the waiting periods, waivers and/or approvals period under applicable Competition Laws the HSR Act; and (2) any merger filings as may be necessary in connection withrequired by any foreign countries, and prior toincluding, without limitation, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their termsCompetition Act. From and after the Closing, the Purchaser will Each party shall promptly notify the Company if respond to any such filing, notification, expiration of a waiting period, waiver and/or approval is required requests for additional information in connection with any such exercise andfilings and shall take all other reasonable actions to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing; provided however, notwithstanding anything to the contrary that nothing in this Agreement Section shall require the Buyers to (A) incur any material liability or obligation of any kind, or (B) agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of, or to any limitation on, the acquisition, ownership, operation, effective control or exercise of full right of ownership of any asset or assets of the businesses of the Buyers 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 TransfereeSellers. 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 Buyers shall be responsible for 100% payment of the applicable filing fee under the HSR Act, but not the Sellers’ costs and expenses (including attorneys’ fees and other legal fees and expenses) associated with the preparation of the Sellers’ portion of any antitrust filings. The Buyers and its counsel shall be responsible for discussions with the FTC, DOJ, and any other antitrust authorities, after consultation and coordination with the Sellers and its counsel. In addition, the Buyers and Sellers shall make any necessary filings for clearance of the transaction contemplated hereby under the Austrian Cartel Act. In the event clearance under the Austrian Cartel Act has not been obtained by Closing, then Sellers shall remain responsible for their Austrian accounts and related business on behalf of the Buyers, subject to reimbursement upon terms specified under the Transition Supply Agreement, until such clearance has been obtained and the Buyers shall not raise absence of such filing fees)clearance under Section 8.1(e) as a condition to Closing.

Antitrust Filings. The Company (a) To the extent not already satisfied prior to the Agreement Date (in the Buyer’s sole discretion), no later than five (5) Business Days after the Agreement Date, Buyer and the Purchaser acknowledge Company will each make in timely fashion all filings and notifications required under the HSR Act and all other filings and notifications that one Buyer deems necessary or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary desirable in connection with the Transactions under other applicable Antitrust Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. Each party shall pay any filing fees for which it is responsible in connection with the Antitrust Filings. (b) 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 Company shall use its commercially reasonable 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 such 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, 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 commercially reasonable 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 Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law and in any event within sixty (60) calendar days of the receipt of such exercise and, notwithstanding request. (c) 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 or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company 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 change in or restriction on the operation by Buyer or any of its Affiliates of 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 matters. (d) In the event that Buyer is requested, in order to obtain the consent or successful termination or expiration of any review under any Law regarding the Transactions, to take any of the actions set forth in Section 4.5(c) or if such consent, successful termination or expiration has not been unconditionally obtained by December 31, 2014, Buyer shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the Transactions, notwithstanding this Section 5.01 at any time4.5. If Buyer so elects to abandon its efforts to seek such approval, and from time to time and on multiple occasions, prior it shall promptly give notice of such abandonment 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)Company.

Antitrust Filings. (a) Buyer and the Company will each make in timely fashion all filings and notifications required under the HSR Act (the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such 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 Buyer shall each pay any filing fees for which it is responsible in connection with the Antitrust Filings. (b) 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, Buyer or the Company, as the case may be, shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other party’s legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. The Company and Buyer shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. The Company and Buyer shall each promptly inform the other of any communication with, and prior toany proposed understanding, Contract, or undertaking with any Governmental Entity relating to its Antitrust Filing. The Company and Buyer shall each give the issuance of shares of Common Stock upon exercise other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) 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 and after Each of the Closing, the Purchaser will promptly notify the Company if any such filing, notification, parties hereto 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 with any such exercise andas applicable, notwithstanding for the Merger and the other Transactions. (c) Notwithstanding anything to the contrary in this Agreement Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Merger or the WarrantsTransactions, Purchaser expressly acknowledges and agrees that to (1) sell or hold separate, or agree to sell or hold separate, before or after the Effective Time, any such exercise shall be expressly subject assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Surviving Corporation or any of the Subsidiaries (or to consent to any such applicable filingsale, notificationor Contract to sell, expiration of a waiting periodby Buyer, waiver and/or approval. To the extent requested by the Purchaser Surviving Corporation or its Permitted Transferees from time to time following by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the Closing, the Company will use reasonable best efforts to cooperate in promptly making operation by Buyer of any assets or causing to be made all necessary applications, submissions and filings under businesses (including any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise assets or businesses of the Warrants whether Surviving Corporation or the Subsidiaries), (2) enter into any Contract or consent decree or be bound by any obligation that Buyer may deem in advance its sole discretion to have an adverse effect on the benefits to Buyer of such exercise or contemporaneous with such exercise; provided thatthe Merger, notwithstanding anything in (3) modify any of the terms of this Agreement or the Warrants Merger, or the Transactions, or (4) initiate or participate in any litigation with respect 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)matters.

Antitrust Filings. The Company and (i) If GBT desires to exercise the Purchaser acknowledge that one or more filingsOption, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary GBT shall reasonably determine in connection with, and good faith prior to, the issuance of shares of Common Stock upon to exercise of the Warrants Option whether the transactions to be consummated upon the exercise of the Option require any Antitrust Filings. If GBT determines in accordance with their terms. From and after the Closing, the Purchaser will promptly notify the Company if good faith that any such filing, notification, expiration of a waiting period, waiver and/or approval Antitrust Filing(s) 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 GBT’s exercise of the Warrants whether in advance Option and GBT desires to exercise the Option, then GBT shall deliver to Syros a notice of intent to exercise such Option within the Option Exercise Period, which notice shall identify any required Antitrust Filings and include GBT’s irrevocable binding commitment to complete the exercise or contemporaneous of the Option, subject only to satisfaction of the Antitrust Conditions and the terms of this Section 3.1(d) (such notice, a “Notice of Conditional Exercise”), whereupon the Option Exercise Period shall be tolled for so long as is necessary for GBT to satisfy applicable Antitrust Conditions, but subject to GBT’s compliance with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contraryrequirements of Section 3.1(d)(ii) and Section 3.1(d)(iv). For clarity, the Company Option shall not be deemed exercised and GBT shall not obtain the rights set forth in Section 3.2 unless and until the Parties have obtained satisfaction of any responsibility applicable Antitrust Condition for the applicable Antitrust Filing filed pursuant to this Section 3.1(d) and complied with the requirements of this Section 3.1(d). (ii) If GBT delivers a Notice of Conditional Exercise in accordance with this Section 3.1(d), each of GBT and Syros shall cooperate to prepare and shall make any necessary Antitrust Filings as promptly as is practicable and advisable, with the goal of filing Antitrust Filings within [***] after the date upon which GBT delivers the notice (or liability such later time as may be agreed to in writing by the Parties) and thereafter each of GBT and Syros shall use commercially reasonable efforts to obtain satisfaction of any applicable Antitrust Condition for failure of the Purchaser any applicable Antitrust Filing. GBT will be responsible for both Parties’ reasonable costs and expenses (including filing fees) associated with any Antitrust Filing, provided that each Party will be responsible for its respective attorneys’ fees. Neither Party, or any of its Permitted Transferees respective Affiliates, will be required to: (A) sell, divest (including through a license), hold separate, transfer or Affiliates dispose of any assets, operations, rights, product lines, businesses or interests therein (or consent to comply with any of the foregoing actions), or (B) litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in clause (A) above. (iii) Subject to Section 3.1(d)(ii), within [***] after the Parties obtaining satisfaction of any applicable Competition Law Antitrust Condition for any applicable Antitrust Filing, GBT shall deliver to Syros the Option Exercise Notice and shall be required to make the payment required pursuant to Section 6.3. (iv) Notwithstanding the foregoing, unless otherwise agreed by the Parties in writing, if satisfaction of any applicable Antitrust Condition has not occurred within [***] after such time as both Parties have made the necessary Antitrust Filings, then, unless mutually agreed to by the Parties in writing, the Option Exercise Period shall automatically be deemed to expire. In such event, Syros shall pay to GBT royalties equal to [***] of any net sales (defined mutatis mutandis with the definition of Net Sales in this Agreement) by Syros, its Affiliates or its or their sublicensees of any product containing a Licensed Compound, such royalties not to obtain exceed in the aggregate the amount of research funding paid by GBT to Syros pursuant to Section 2.5. At such time as Syros has paid to GBT royalties on net sales of any required consentssuch product(s) that total in the aggregate an amount equal to such research funds, 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 Syros’ obligations 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 3.1(d)(iv) 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)terminate.

Antitrust Filings. The Company 4.2.3.1 In furtherance of and not in limitation of Sections 4.2.1 and 4.2.2, each of Navistar, Navistar Parent and Caterpillar undertakes and agrees to file, and cause each of its Affiliates to file, as soon as reasonably practicable after the execution of this Agreement or when such filing obligation arises as a result of the activities contemplated herein, such filings and apply for such approvals and consents as are required by the non-U.S. antitrust Governmental Authorities set forth on Schedule 4.2.3 hereto. 4.2.3.2 Each of Navistar, Navistar Parent and Caterpillar shall, and shall cause each of its Affiliates to, (a) respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Authority enforcing applicable Laws for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters, (b) promptly notify the other Parties as to any such inquires, and (c) not extend any antitrust-related waiting period or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. 4.2.3.3 Navistar, Navistar Parent and Caterpillar shall, and shall cause each of its Affiliates to, during the period between the execution of this Agreement and the Purchaser acknowledge Closing Date, act in good faith to avoid the entry of, or to have vacated or terminated, any Order that one would restrain, prevent or more filingsdelay the Closing. Upon the mutual consent of both Navistar and Caterpillar, notificationsthe Parties will contest through litigation on the merits, expirations negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of waiting periodsassets or business of Navistar, waivers and/or approvals under applicable Competition Laws may be necessary Navistar Parent, Caterpillar or any of their Affiliates, asserted by any Governmental Authority in connection withwith antitrust matters which would operate to hinder or delay the Closing. Navistar and Caterpillar shall jointly direct and control any such litigation, negotiation or other action, with counsel of their choosing, and prior toeach agrees to reasonably cooperate with the other with respect thereto. 4.2.3.4 Notwithstanding anything in this Agreement to the contrary, the issuance of shares of Common Stock upon exercise none of the Warrants in accordance Parties shall have any obligation to dispose of any of its assets or businesses or to limit its freedom of action with their terms. From and respect to any of its assets or businesses, whether before or after the Closing, the Purchaser will promptly notify the Company if or to agree or commit to do 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 foregoing 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 order to obtain any required consents, expirations, waivers consent or approvals. For the avoidance approval of doubt, from a Governmental Authority. 4.2.3.5 Navistar 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 Caterpillar shall each be responsible for the payment of paying one-half (1/2) of all filing fees associated relating to compliance with (a) all of the non-U.S. antitrust Laws set forth on Schedule 4.2.3 hereto and (b) this Section 4.2.3. 4.2.3.6 Each Party shall, subject to applicable Law and except as prohibited by any such applications applicable representative of any applicable Governmental Authority, (a) promptly notify the other Parties of any written or filings oral communication to that Party from any Governmental Authority with respect to this Agreement and the transactions contemplated hereby (or any other matter that could reasonably be expected to affect this Agreement and the transactions contemplated hereby), and permit the other Parties to review in advance any proposed written communication to any of the foregoing with respect to this Agreement and the transactions contemplated hereby (provided, however, that if no Party shall be entitled to review any portion of such written communication that contains Confidential Information or otherwise sensitive information of the application other Parties whose review by such Party is not reasonably necessary to facilitate the transactions contemplated by this Agreement and the Transaction Agreements); and (b) not agree to participate in any substantive meeting or filing would not have been required discussion with any Governmental Authority in connection respect of any filings, investigation or inquiry with respect to this Agreement and the transactions contemplated hereby unless such Party consults with the applicable exercise of Warrants had other Parties in advance and, to the Purchaser extent permitted by such Governmental Authority, gives the other 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)opportunity to attend and participate thereat.