Common use of Antitrust Laws Clause in Contracts

Antitrust Laws. Under the provisions of the HSR Act applicable to the Offer, the acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification and Report Form with respect to the Offer, unless the Parent receives a request for additional information or documentary material from the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, as promptly as practicable on or following the date hereof with the Antitrust Division and the FTC, a Notification and Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16.

Antitrust Laws. Under the provisions of the HSR Act applicable to the Offer, the acquisition of Shares under the Offer may not be consummated until the expiration of (a) If a 15-calendar day waiting period following the filing by the Parent of a Notification and Report Form with respect to the OfferMerger is required under the HSR Act, unless each of Company and Parent shall cause to be made an appropriate filing of all pre-merger notification and report forms pursuant to the HSR Act no later than ten (10) Business Days after the date of the Agreement. Each such filing shall request early termination of the waiting period imposed by the HSR Act. Prior to making any filing pursuant to the HSR Act, each of Company and Parent receives shall provide the other Party with all drafts thereof and afford the other Party a request for additional information reasonable opportunity to comment on such drafts. Company and Parent shall use their respective commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") or documentary material from the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant documentation and to the HSR Act, the Parent will file, respond as promptly as reasonably practicable on to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters; provided, that nothing contained in this Agreement shall be deemed to preclude either Company or following Parent from negotiating reasonably and in good faith with any Governmental Authority regarding the date hereof with the Antitrust Division scope and content of any such requested information or documentation, provided that such negotiations are conducted promptly and diligently. Company and Parent shall use their respective commercially reasonable efforts to overcome any objections that may be raised by the FTC, a Notification and Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Each of Parent and Company shall keep the FTC could take other Party promptly apprised of any communications with, and inquiries or requests for information from, any such action under the antitrust laws as it deems necessary or desirable in the public interestGovernmental Authority, including seeking to enjoin the purchase of Shares pursuant promptly providing to the Offer other Party copies of any such written communications, and shall consult with the other Party in advance of any meeting or conference with any such Governmental Authority (and to the consummation of the proposed Merger or seeking the divestiture of Shares acquired extent permitted by the Purchaser applicable Governmental Authority, give the other Party the opportunity to attend and participate in any such meeting or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16conference).

Antitrust Laws. Under (a) Each of Buyer, Buyer Parent and Sellers will (i) cause the provisions of Notification and Report Forms required pursuant to the HSR Act applicable to the Offer, the acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification and Report Form with respect to the Offertransactions contemplated hereby to be filed as soon as possible, unless but no later than eight (8) Business Days after the Parent receives a date of execution of this Agreement, (ii) request for additional information or documentary material from the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. Ifrelating to such HSR Act filings, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests (iii) supply as promptly as reasonably practicable any additional information or and documentary material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period that may be extended only requested by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant Governmental Entity pursuant to the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the Parent will file, as promptly as practicable on expiration or following termination of the date hereof with applicable waiting periods under the Antitrust Division and the FTC, a Notification and Report Form HSR Act with respect to the proposed purchase transactions contemplated hereby as soon as reasonably practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of Shares pursuant any Governmental Entity in connection with the above filings, applications or notifications. Each Party and Buyer Parent shall promptly inform the other Parties of any material communication between itself (including its Representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. If a Party, Buyer Parent or any of its respective Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions contemplated hereby, then such as the proposed acquisition of the Company by the Purchaser. At any time before Party (or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made orBuyer Parent, if such a challenge is applicable) shall make, or cause to be made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock as soon as reasonably practicable, a response in compliance with such request (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulationsterms hereof). 16Buyer and Buyer Parent shall, and shall cause its respective Affiliates to, pay all fees and make other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or orders, otherwise each Party and Buyer Parent shall pay its own preparation costs and expenses; provided, however, the fees and expenses incurred by the Acquired Entities under this Section 7.2 (expressly excluding the HSR filing fees) related to the transactions contemplated hereby shall be a Transaction Expense.

Antitrust Laws. Under the provisions of Sellers and Buyer agree to make, and to cause their Affiliates to make, any necessary filings under the HSR Act applicable and under PROJECT EMERALD – PURCHASE AND SALE AGREEMENT PAGE 47 the Laws relevant to the Offerfilings listed in Section 2.4(a) of the Disclosure Schedule as promptly as reasonably practicable after execution of this Agreement. Buyer shall, and shall cause its Affiliates to, respond at the acquisition of Shares earliest practicable date with any request under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing HSR Act or any other antitrust Laws to provide information, documents or other materials requested by the Parent of a Notification any Governmental Body. Buyer shall, and Report Form shall cause its Affiliates to take all actions necessary to, (A) resolve as soon as practicable objections, if any, asserted by any Governmental Body with respect to this Agreement or the Offertransactions contemplated by this Agreement and (B) obtain promptly all consents, unless approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or Orders from any Governmental Body necessary in connection with the Parent receives a request for additional information or documentary material from the Antitrust Division consummation of the Department of Justice (transactions contemplated by this Agreement, including to secure the "Antitrust Division") termination or the Federal Trade Commission (the "FTC") or unless early termination expiration of the applicable waiting period is granted. If, within and all requisite clearances and approvals under the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the OfferHSR Act and any other antitrust Laws (collectively, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, “Antitrust Conditions”) as promptly as practicable and in any event on or following prior to the date hereof with the Antitrust Division End Date, without challenge by any Governmental Body, and the FTCotherwise resolve any objections, a Notification and Report Form if any, asserted by any Governmental Body with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division this Agreement or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interesttransactions contemplated by this Agreement, including including, but not limited to, by (x) seeking to enjoin prevent the purchase of Shares pursuant to the Offer initiation of, and defending any Proceeding challenging this Agreement or the consummation of the proposed Merger transactions contemplated hereby, (y) avoiding the entry of, or seeking causing to be lifted or rescinded any injunction, judgment, order or ruling entered by any Governmental Body adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement, and (z) divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, or entering into a consent decree order requiring the divestiture or holding separate of Shares acquired by the Purchaser any assets or voting securities or the divestiture termination or modification of substantial assets existing relationships and contractual rights. Further, each of Buyer and Sellers shall, and shall cause their Affiliates to, coordinate and cooperate with the other in connection with efforts to obtain all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or orders from any Governmental Body necessary in connection with the consummation of the Company transactions contemplated by this Agreement, including satisfying the Antitrust Conditions which shall include (1) cooperating in all respects with the other in connection with any investigation or other inquiry, (2) keeping the other promptly informed of any material communication from any Governmental Body, including the Federal Trade Commission or U.S. Department of Justice or similar foreign Governmental Body regarding any of the transactions contemplated hereby, (3) providing the other and its subsidiaries advisors with a reasonable opportunity to (I) review and comment upon any proposed communication with any Governmental Body and consider in good faith the views of the other in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal or other communication to be made or submitted in connection with any request, inquiry, investigation, action or legal proceeding of a Governmental Body, (II) consult with the Parent other prior to any meeting or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating conference with any Governmental Body, (III) to the business extent permitted by such Governmental Body, attend and participate in which the Parent such meetings or conferences, and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the SharesIV) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16.providing

Antitrust Laws. Under As soon as practicable after the provisions date of the HSR Act Letter Agreement, Microsoft and Yahoo! will file with the U.S. Federal Trade Commission, the U.S. Department of Justice and other applicable agencies the notification and report form pursuant to the OfferXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification and Report Form “HSR Act”), or other applicable forms with respect to the Offer, unless License Transaction and make all other filings required by applicable foreign Antitrust Laws (provided that the Parent receives filing of a request for additional information or documentary material from notification and report form pursuant to the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period HSR Act will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after made in any event within fifteen (15) business days of the date of substantial compliance by this Letter Agreement). Notwithstanding anything in this Letter Agreement to the Parent contrary, Microsoft agrees that it shall use its best efforts to obtain any consents, clearances or approvals required under or in connection with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will fileXxxxxxx Act, as promptly amended, the Xxxxxxx Act, as practicable on amended, the Federal Trade Commission Act, as amended, the European Commission Council Regulation (EC) No. 139/2004, Articles 81 and 82 of the Treaty of Rome, and any other federal, state or following foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the date hereof with purpose or effect of monopolization or restraint of trade, or the significant impediment of effective competition, or for the control of mergers (collectively “Antitrust Division Laws”), and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any governmental entity or private party, in each case, to cause the FTC, a Notification and Report Form with respect transactions contemplated hereby to occur prior to the proposed purchase of Shares pursuant Termination Date. Such best efforts shall include, (x) if necessary to obtain clearance by any governmental entity before the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At Termination Date, offering, negotiating, or committing to any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount activities of credit that may be extended for Microsoft and its subsidiaries in search and paid search and (y) contesting and defending any threatened or pending litigation in any court of competent jurisdiction and any threatened or pending administrative or regulatory investigation or proceeding under the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16Antitrust Laws.

Antitrust Laws. Under (a) Each of Parent, PCP and the provisions Company shall: (i) as promptly as practicable on December 18, 2017, take all actions necessary to file or cause to be filed any filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the HSR Act applicable (and, in connection therewith, request early termination); (ii) use reasonable best efforts to the Offer, the acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification take all actions necessary to obtain HSR Clearance and Report Form any other consents required from any Governmental Body or authority having jurisdiction with respect to the Offertransactions contemplated hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (iii) at the earliest practicable date, unless the Parent receives a comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Parent, PCP and the Company will: (A) promptly notify each other of any substantive written communication made to or received by Parent, PCP or the Company, as the case may be, from any Antitrust Division Authority regarding any of the Department transactions contemplated hereby; (B) subject to applicable law, permit each other to review in advance any proposed substantive written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of Justice (the "Antitrust Division") any filing, investigation or inquiry concerning this Agreement or the Federal Trade Commission transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend and (the "FTC"D) furnish each other with copies of all substantive correspondence, filings and written communications between such Party and their Affiliates and their respective Agents, on one hand, and any such Antitrust Authority or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City timeits respective staff, on the tenth calendar day after the date of substantial compliance by the Parent other hand, in each case, with such request. Only one extension of the waiting period pursuant respect to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, as promptly as practicable on or following the date hereof with the Antitrust Division this Agreement and the FTCtransactions contemplated hereby (provided, a however, that the Parties shall not be required to share the Notification and Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality filings made under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At HSR Act and that any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16deemed outside counsel only).

Antitrust Laws. Under the provisions The Buyer shall consult and cooperate with Seller Parent, and consider in good faith Seller Parent’s views, in connection with any analyses, appearances, meetings, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the HSR Act applicable any party hereto in connection with Proceedings under or relating to the Offerany Antitrust Law; provided, however, that, with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, the acquisition Buyer need not supply Seller Parent with copies (or in case of Shares oral presentations, a summary). The Buyer will promptly provide Seller Parent with all information necessary for Seller Parent to submit filings required by any Antitrust Law, and any information necessary to respond to any supplemental requests for information by any Governmental Authority. The Buyer shall pay all fees and expenses of filings under any Antitrust Law. The Buyer will notify Seller Parent promptly upon the Offer may not receipt of (i) any comments from any officials of any Governmental Authority in connection with any filings made under any Antitrust Law and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to, or information provided to comply with, any Antitrust Laws in all material respects. Whenever any event occurs that is required to be consummated until set forth in an amendment or supplement to any filing made under an Antitrust Law, the expiration of a 15-calendar day waiting period following the filing by the Buyer will promptly inform Seller Parent of a Notification such occurrence and Report Form cooperate in filing with the applicable Governmental Authority such amendment or supplement. The Buyer shall use its reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Offer, unless the Parent receives a request for additional information or documentary material from transactions contemplated by this Agreement under the Antitrust Division of Laws. The Buyer shall use its reasonable efforts to take such action as may be required to cause the Department of Justice (the "Antitrust Division") expiration or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by notice periods under the HSR Act. Thereafter, Act or other Antitrust Laws with respect to such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, transactions as promptly as practicable on possible after the execution of this Agreement. Notwithstanding the foregoing or following any other provision of this Agreement, nothing in this Section 6.1 shall limit the date hereof with the Antitrust Division and the FTC, a Notification and Report Form with respect Buyer’s right to the proposed purchase of Shares terminate this Agreement pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such Section 11.2 so long as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take Buyer has until such action date complied in all material respects with its obligations under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16this Section 6.1.

Antitrust Laws. Under Each of the provisions of Buyer and the Company shall or shall cause its ultimate parent entity (as that term is defined in the HSR Act applicable and as determined at the time of the Closing) to: (a) as soon as reasonably practicable and, in any event, within ten (10) Business Days following the date hereof (“HSR Filing Period”), take all actions necessary to file or cause to be filed the notification and report forms required pursuant to the OfferHSR Act; provided that in the event that the FTC or DOJ is closed or not accepting such filings under the HSR Act (“Government Closure”) at any time during the HSR Filing Period, the acquisition HSR Filing Period shall be extended, day for day, for each Business Day the Government Closure is in effect; (b) subject to the limitations set forth herein (including the limits set forth in the third to last sentence of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification this Section 7.8), take all actions to obtain HSR Clearance and Report Form any other consents required from any Governmental Authority having jurisdiction with respect to the OfferContemplated Transactions pursuant to applicable Antitrust Laws (“Antitrust Authorities”) or any other applicable Governmental Authority; and (c) at the earliest practicable date, unless the Parent receives a provide an appropriate response to any formal or informal reasonable written request for additional information or documentary material received by it or any of its Affiliates from the any Antitrust Division Authority or other applicable Governmental Authority. The Parties shall: (i) promptly notify each other and Parent of any substantive written communication made to or received by either of the Department Parties, as the case may be, from any Antitrust Authority or other applicable Governmental Authority regarding the Contemplated Transactions; (ii) subject to applicable Law, permit each other and Parent to review in advance any proposed substantive written communication to any such Antitrust Authority or other applicable Governmental Authority and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive in-person or telephonic meeting or discussion with any such Antitrust Authority or other applicable Governmental Authority in respect of Justice (the "Antitrust Division") any filing, investigation or inquiry concerning this Agreement or the Federal Trade Commission Contemplated Transactions unless, to the extent reasonably practicable, it consults with the other Party and Parent in advance and, to the extent permitted by such Antitrust Authority or other applicable Governmental Authority, gives the other Party or its Representative and Parent or its Representatives the opportunity to attend; and (the "FTC"iv) or unless early termination furnish each other and Parent with copies of all substantive correspondence, filings and written communications between either of the waiting period is granted. IfParties, within the initial 15-calendar day waiting periodas applicable, either the and their Affiliates and their respective Representatives, on one hand, and any such Antitrust Division Authority, Governmental Authority or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City timetheir respective staffs, on the tenth calendar day after other hand, in each case, with respect to this Agreement or the date of substantial compliance by the Parent with such request. Only one extension Contemplated Transactions; provided, however, that neither of the waiting period pursuant Parties shall be required to a request for additional information is authorized by share filings made under the HSR Act. Thereafter; and provided, such waiting period further, that materials may be extended redacted before being provided by any of the Parties or Parent to any of the other Parties or Parent (x) to remove references concerning the valuation of Hemisphere, the Company and their respective Subsidiaries or individual customer pricing information, (y) as necessary to comply with contractual arrangements or applicable Laws and (z) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the others under this Section 7.8 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by court order such outside counsel to employees, officers, or with directors of the recipient without the advance written consent of the ParentParty or entity providing such materials. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant Subject to the HSR Actapplicable Law, the Parties will consult and cooperate with each other and Parent will filein connection with any analyses, as promptly as practicable appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the Contemplated Transactions by or on behalf of any Party. Notwithstanding the foregoing or any provision of this Agreement, the Buyer and its Affiliates (including, following the date hereof with Closing, the Antitrust Division Company’s and the FTCits Subsidiaries’) shall not be required to (A) divest, a Notification and Report Form with respect hold separate, sell, license, discontinue or otherwise limit its or their ability to the proposed purchase use any of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition its or their businesses, product lines, equity holdings, Contracts, services, assets or operations, or any business, product lines, equity holdings, Contracts, services, assets or operations, including, without limitation, of the Company by and its Subsidiaries, (B) accept or implement the Purchaser. At imposition of any time before limitation or after regulation on the Purchaser's acquisition ability of Shares pursuant the Buyer and its Affiliates to freely conduct its and their (and following the OfferClosing, the Antitrust Division Company’s or its Subsidiaries’) businesses or to own, control, or retain the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase securities of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets any of the Company or its subsidiaries Subsidiaries unless such limitation or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating regulation is not material to the business in which businesses of the Parent Company and its Subsidiaries, and the Company are engagedbusiness of the Buyer and its Subsidiaries that is substantially the same as the Service, the Parent and the Purchaser believe taken as a whole, (C) oppose any Action filed or initiated by any Person challenging or that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that could result in a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, lawfulness of the result thereofContemplated Transactions, or (D) submit to any Order providing for any of the foregoing actions. Federal Reserve Board Regulations. The margin regulations promulgated by Further, notwithstanding anything in this Agreement to the Federal Reserve Board place restrictions on contrary, the amount of credit that may Buyer shall determine the strategy to be extended pursued for obtaining and lead the effort to obtain all requisite approvals, orders and authorizations under applicable Antitrust Laws for the purpose Contemplated Transactions from any Antitrust Authority or other applicable Governmental Authority. Each of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser Seller and the Parent believe that Buyer shall bear fifty percent (50%) of all filing fees for the financing of filing under the acquisition of HSR Act for the Shares will not be subject to the margin regulations. 16Contemplated Transactions.

Antitrust Laws. Under As soon as possible after the provisions of date hereof, the HSR Act applicable Parties shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Offer, Antitrust Authorities pursuant to the acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification and Report Form applicable Antitrust Law with respect to the Offertransactions contemplated by this Agreement, unless with all filing fees associated therewith paid by Buyer. Buyer and the Parent receives a request for Sellers will each promptly supply any additional information or documentary material from the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period as may be extended only required or requested by court order or an Antitrust Authority in connection with the consent of the Parenttransactions contemplated by this Agreement. In practiceBuyer agrees to, complying with a request for additional information and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, as promptly as practicable on other trade regulation law that may be asserted by any Antitrust Authority or following the date hereof with the Antitrust Division and the FTC, a Notification and Report Form Governmental Authority or any other Person with respect to the proposed purchase of Shares pursuant transactions contemplated by this Agreement and to the Offer. The obtain all consents, approvals and waivers under any Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before Law or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit other trade regulation law that may be extended required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of purchasing margin stock obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the Sharescompletion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such credit communication is secured by directly in writing) and, subject to applicable Laws, provide the other Party (or indirectly by margin stock. The Purchaser its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and the Parent believe that the financing comment on any proposed written material communication to any such Antitrust Authority in respect of the acquisition Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Shares will not be subject Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to the margin regulations. 16attend and participate thereat (if such attendance and participation is permitted).

Antitrust Laws. Under Buyer and the provisions Seller agree to make, and to cause their Affiliates to make, any necessary filings under any applicable Competition Law as soon as practicable after execution of this Agreement. Each Party will, and will cause its Affiliates to, comply at the earliest practicable date with any request under any applicable Competition Law to provide information, documents or other materials requested by any Governmental Authority. Each Party will, and will cause its Affiliates to, use their commercially reasonable efforts to (i) resolve as soon as practicable objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement and (ii) obtain expiration of the HSR Act applicable waiting period and all requisite clearances and approvals under such applicable Competition Laws (collectively, the “Antitrust Conditions”) as promptly as practicable and in any event on or before March 15, 2022 (or until June 15, 2022, if Buyer’s Board of Directors (in its sole discretion) has extended the period of time to consummate a business combination in accordance with its Organizational Documents, or such later date as Buyer (under the authority of its Board of Directors) and the Seller may mutually agree, the “End Date”), without challenge by any Governmental Authority, and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement. Further, each Party will, and will cause its Affiliates to, coordinate and cooperate with the other Parties in connection with their efforts to satisfy the Antitrust Conditions or otherwise in connection with the requirements of this Section 6.03(b), including (A) cooperating in all respects with the other Parties in connection with any investigation or other inquiry, (B) keeping the other Parties promptly informed of any material communication received by such Party or any of its Affiliates from any Governmental Authority regarding any of the transactions contemplated hereby, (C) providing the other Parties and their advisors with a reasonable opportunity to (1) review any proposed communication by such Party or its Affiliates with any Governmental Authority, (2) consult with such Party before any meeting or conference with any Governmental Authority, (3) to the Offerextent permitted by such Governmental Authority, attend and participate in such meetings or conferences, and (4) providing such other information and assistance as such Party may reasonably request in connection with the acquisition foregoing. Buyer and the Seller will each be responsible for the payment of Shares one-half of all filing fees under any applicable Competition Law. Notwithstanding anything to the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification and Report Form contrary in this Agreement, if any objections are raised or asserted with respect to the Offertransactions contemplated hereby under any applicable Competition Law or if any Proceeding is instituted (or threatened to be instituted) by any Governmental Authority challenging the transactions contemplated hereby as being in violation of any applicable Competition Law, unless the Parent receives a request for additional information or documentary material from the Antitrust Division of the Department of Justice (the "Antitrust Division") which would otherwise prevent, impede, or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, as promptly as practicable on or following the date hereof with the Antitrust Division and the FTC, a Notification and Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or delay the consummation of the proposed Merger transactions contemplated hereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or seeking actions so as to permit the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets consummation of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating transactions contemplated hereby as soon as reasonably practicable; provided that, and notwithstanding anything to the business in which the Parent and the Company are engagedcontrary set forth herein, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser no Party will not violate the antitrust laws. There can be no assurance that a challenge required to the Offer on antitrust grounds will not be made or, enter into any Contracts or take any other actions to resolve any such objections or actions if such a challenge is madeContract or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of the transactions contemplated hereby, (ii) result thereofin the transactions contemplated hereby being rescinded, (iii) require or compel Buyer to divest, dispose of, license, or hold separate any portion of the business, operations, assets, or product lines of Buyer or its Affiliates, or (iv) restrict, prohibit or limit the ability of Buyer or any of its Affiliates to conduct their business. Federal Reserve Board Regulations. The margin regulations promulgated In no event shall Buyer or any of its Affiliates be obligated to (x) enter into any settlement, undertaking, consent decree, stipulation or Contract with any Governmental Authority in connection with the transactions contemplated hereby or (y) litigate or participate in the litigation of any Proceeding, whether juridical or administrative, brought by the Federal Reserve Board any Governmental Authority challenging or seeking to restrain, prohibit, or place restrictions conditions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing consummation of the acquisition transactions contemplated hereby or the ownership or operation by Buyer or any of the Shares will not be subject to the margin regulations. 16its Affiliates of all or a portion of their respective businesses.

Antitrust Laws. Under Buyer, Merger Sub and the provisions of Company agree to make, and to cause their Affiliates to make, any necessary filings under the HSR Act applicable to the OfferXxxx-Xxxxx-Xxxxxx Act, the acquisition German Anti-Trust Law and any other applicable antitrust Laws as soon as practicable and no later than five Business Days after the date of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification and Report Form with respect to the Offerthis Agreement, unless the Parent receives which filings shall include a request for additional information or documentary material from the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the applicable waiting period is granted. If, within under the initial 15Xxxx-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Xxxxx-Xxxxxx Act, the Parent will fileGerman Anti-Trust Law and any other antitrust Laws. Buyer, Merger Sub and the Company shall, and shall cause their Affiliates to, comply at the earliest practicable date with any request under the Xxxx-Xxxxx-Xxxxxx Act, the German Anti-Trust Law or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. Buyer, Merger Sub and the Company shall, and shall cause their Affiliates to, (i) use their commercially reasonable efforts to resolve as soon as practicable any objections asserted by any Governmental Authority with respect to this Agreement or the Transactions and (ii) take all actions necessary to obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals under the Xxxx-Xxxxx-Xxxxxx Act, the German Anti-Trust Law and any other applicable antitrust Laws (collectively, the "Antitrust Conditions") as promptly as practicable on practicable; provided that neither Buyer, Merger Sub or following the date hereof Company shall have any obligation to agree to any structural or conduct remedy or to litigate. Buyer shall, and shall cause its Affiliates to, coordinate and cooperate with the Company, and the Company shall, and shall cause its Affiliates to, coordinate and cooperate with Buyer, in each case, in connection with their efforts to satisfy the Antitrust Conditions, including (A) cooperating in all respects with the other Party in connection with any investigation or other inquiry, (B) keeping the other Party promptly informed of any material communication received by Buyer or any of its Affiliates, or Company or any of its Affiliates, from any Governmental Authority, including the Federal Trade Commission, the U.S. Department of Justice or any similar foreign Governmental Authority, regarding any of the Transactions, (C) providing the other Party and its advisors with a reasonable opportunity to (x) review the content of any communication, presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (y) consult with the other Party prior to any meeting or conference with any Governmental Authority, and (z) to the extent permitted by such Governmental Authority, attend and participate in such meetings or conferences. Buyer shall, in all cases act in good faith and in consultation with the Company to (1) determine timing and strategy and control the final content of any substantive oral or written communications with any applicable Governmental Authority in connection with the Antitrust Division Conditions, and the FTC, a Notification (2) lead all proceedings and Report Form coordinate all activities with respect to the proposed purchase seeking any actions, consents, approvals or waivers of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, Governmental Authority in connection with the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiariesConditions. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent Buyer and the Company are engagedshall be equally responsible for the payment of all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, the Parent German Anti-Trust Law and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the any other antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16Laws.

Antitrust Laws. Under Buyer, Merger Sub, Arsenal Blocker Seller and the provisions Company agree to make, and to cause their Affiliates to make, any necessary filings under the Xxxx-Xxxxx-Xxxxxx Act and any other applicable antitrust Laws as soon as practicable and no later than six (6) Business Days after execution of this Agreement, which filings shall include a request for early termination of the HSR Act applicable to the Offer, the acquisition of Shares waiting period under the Offer may not be consummated until Xxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws. Buyer shall, and shall cause its Affiliates to, comply at the expiration of a 15earliest practicable date with any request under the Xxxx-calendar day waiting period following the filing Xxxxx-Xxxxxx Act or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by the Parent of a Notification any Governmental Authority. Buyer shall, and Report Form shall cause its Affiliates to, (i) use their best efforts to resolve as soon as practicable objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Offer, unless the Parent receives a request for additional information Transactions and (ii) take all actions necessary to obtain termination or documentary material from the Antitrust Division expiration of the Department of Justice applicable waiting period and all requisite clearances and approvals under the Xxxx-Xxxxx-Xxxxxx Act and any other applicable antitrust Laws (collectively, the "Antitrust Conditions") as promptly as practicable and in any event on or prior to July 31, 2017 (the "End Date"), without challenge by any Governmental Authority (including by opposing any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Transactions) and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Transactions, including by divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, limiting conduct or actions to be taken after the Closing, or entering into a consent decree order requiring the divestiture, licensing or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. The Company may, at its option, extend the End Date so as to permit Buyer to satisfy the Antitrust Division"Conditions. Further, Buyer shall, and shall cause its Affiliates to, coordinate and cooperate with the Company in connection with its efforts to satisfy the Antitrust Conditions, including (i) cooperating in all respects with the Company in connection with any investigation or other inquiry, (ii) keeping the Company promptly informed of any material communication received by Buyer or any of its Affiliates from any Governmental Authority, including the Federal Trade Commission (the "FTC") or unless early termination U.S. Department of Justice or similar foreign Governmental Authority, regarding any of the waiting period is granted. IfTransactions, within (iii) providing the initial 15-calendar day waiting periodCompany and its advisors with a reasonable opportunity to (A) review and approve the content of any communication, either presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (B) consult with Buyer prior to any meeting or conference with any Governmental Authority, and (C) to the Antitrust Division extent permitted by such Governmental Authority, attend and participate in such meetings or conferences, and (iv) providing such other information and assistance as the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a Company may reasonably request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or in connection with the consent foregoing. Buyer shall be responsible for the payment of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, as promptly as practicable on or following the date hereof with the Antitrust Division and the FTC, a Notification and Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality all filing fees under the Xxxx-Xxxxx-Xxxxxx Act and any other antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16Laws.

Antitrust Laws. Under The Parties agree to make, and to cause their Affiliates to make, any necessary filings under the provisions Xxxx-Xxxxx-Xxxxxx Act and any other applicable antitrust Laws as soon as practicable and no later than ten Business Days after the date hereof (provided that the Parties will use their respective reasonable best efforts to make such filings no later than five Business Days after the date hereof), which filings shall include a request for early termination of the HSR Act applicable to the Offer, the acquisition of Shares waiting period under the Offer may not be consummated until Xxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws. The Parties shall, and shall cause its Affiliates to, comply at the expiration of a 15earliest practicable date with any request under the Xxxx-calendar day waiting period following the filing Xxxxx-Xxxxxx Act or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by the Parent of a Notification any Governmental Authority. The Parties shall, and Report Form shall cause its Affiliates to use their reasonable best efforts to respond to any questions or any objections asserted by any Governmental Authority with respect to this Agreement or the OfferTransactions and to resolve as soon as practicable. The Parties shall, unless the Parent receives a request for additional information and shall cause its Affiliates to, coordinate and cooperate with each other in connection with their efforts to respond to any questions or documentary objections, including (A) cooperating in all respects in connection with any investigation or other inquiry, (B) keeping each other promptly informed of any material communication received by Buyer or any of its Affiliates from the Antitrust Division of the Department of Justice (the "Antitrust Division") or any Governmental Authority, including the Federal Trade Commission (the "FTC") or unless early termination U.S. Department of Justice or similar foreign Governmental Authority, regarding any of the waiting period is granted. IfTransactions, within (C) providing each other and their advisors with a reasonable opportunity to (x) review and approve the initial 15-calendar day waiting periodcontent of any communication, either presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (y) consult with each other prior to any meeting or conference with any Governmental Authority, and (z) to the Antitrust Division extent permitted by such Governmental Authority, attend and participate in such meetings or conferences, and (D) providing such other information and assistance as the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a Parties may reasonably request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or in connection with the consent foregoing. Buyer and Company shall be equally responsible for the payment of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, as promptly as practicable on or following the date hereof with the Antitrust Division and the FTC, a Notification and Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality all filing fees under the Xxxx-Xxxxx-Xxxxxx Act and any other antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16Laws.

Antitrust Laws. Under Each of Buyer and the provisions of Company shall: (a) as promptly as practicable, but in no event later than ten Business Days after the date hereof, take all actions necessary to file or cause to be filed the Notification and Report Forms required pursuant to the HSR Act applicable (and, in connection therewith, such Parties shall request early termination to the Offer, extent permitted by the acquisition FTC or DOJ); (b) take all actions necessary to cause the expiration or termination of Shares the applicable waiting period under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification HSR Act and Report Form obtain any other consents required from any Governmental Authority or authority having jurisdiction with respect to the Offertransactions contemplated hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (c) at the earliest practicable date, unless the Parent receives a comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; provided that in the event that the FTC or DOJ is closed or not accepting such filings under the HSR Act (“Government Closure”) at any time during the Antitrust Filing Period, such Antitrust Filing Period shall be extended, day-for-day, for each Business Day the Government Closure is in effect. If, prior to the Closing a merger control inquiry is initiated by a Governmental Authority listed in Schedule 6.4, approval in that jurisdiction, or confirmation that the inquiry has ended (for which an email from the Governmental Authority stating that it has no further questions will be sufficient), will be deemed a condition to the Parties’ obligation to effect the Closing under Section 2.7(a). Each of Buyer and the Company shall: (i) promptly notify each other of any written communication made to or received by Buyer or the Company, as the case may be, from any Antitrust Division Authority regarding any of the transactions contemplated hereby; (ii) subject to applicable Law, permit each other to review in advance any proposed written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend; and (iv) furnish each other with copies of all correspondence, filings and written communications between such Party and their Affiliates and their respective Representatives, on one hand, and any such Antitrust Authority or its respective staff, on the other hand, in each case, with respect to this Agreement and the transactions contemplated hereby; provided, however, that the Parties shall not be required to share filings made under the HSR Act; and provided, further that materials may be redacted before being provided to the other Party (A) to remove references concerning the valuation of the Company or Buyer’s future plans for the Company, (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns. Without limiting the foregoing, Buyer shall take all steps necessary or prudently advisable to avoid or eliminate any impediment under any Antitrust Law so as to enable the Parties hereto to close the transactions contemplated by this Agreement as promptly as possible and avoid any lawsuit by any Governmental Authority which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Buyer’s obligations hereunder shall include Buyer and its Affiliates proposing or agreeing to sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company Group or any of their respective Affiliates, and taking any other actions as may be requested or required by the United States Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information United States Federal Trade Commission or material from any other Governmental Authority, in each case, to permit the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension closing of the waiting period pursuant to a request for additional information is authorized transactions contemplated by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, this Agreement as promptly as practicable on or following after the date hereof with and in any event prior to the Outside Date, including contesting administratively or in court, any ruling, order or other action of any Antitrust Division Authority or any other Person in respect of the transactions contemplated by this Agreement, provided that, notwithstanding anything in this Agreement to the contrary, neither Buyer nor any of its Affiliates shall be required to take, or cause to be taken, any action or actions that, individually or in the aggregate, would have or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of (x) the Business or the Company Group, taken as a whole, or (y) Buyer and its Affiliates, taken as a whole (but deemed for purposes of this clause (y) to be a Person 100% of the size of the Business) (any of the foregoing, a “Burdensome Effect”). Prior to the Closing, Seller and the FTCCompany Group will provide all reasonable cooperation requested to assist Buyer in connection with any sale, a Notification and Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such hold separate, divestiture, discontinuance or limit, or any other action as the proposed acquisition of the Company may be required or required by the Purchaser. At any time before or after the Purchaser's acquisition United States Department of Shares pursuant to the Offer, the Justice Antitrust Division or the FTC could take such action United States Federal Trade Commission or any other Governmental Authority, involving the Company Group. Buyer and the Company shall not, and shall cause its respective Affiliates not to, enter into any agreement with any Antitrust Authority or extend any waiting period under the antitrust laws as it deems necessary HSR Act or desirable in any other Antitrust Laws without the public interestprior written consent of the other Party (such consent not be unreasonably conditioned, including seeking delayed or withheld). Buyer shall not (and shall cause its Affiliates not to) take or fail to enjoin take any action that is intended to or has (or would reasonably be expected to have) the purchase effect of Shares pursuant to the Offer or preventing, impairing, materially delaying (x) the consummation of the proposed Merger transactions contemplated by this Agreement, including (1) imposing any material delay in the obtaining of, or seeking materially increasing the divestiture risk of Shares acquired by not obtaining, any authorization, consent, order, declaration or approval of any Antitrust Authority necessary to consummate the Purchaser Share Purchase or the divestiture expiration or termination of substantial assets any applicable waiting period, (2) materially increasing the risk of any Antitrust Authority entering an order prohibiting the consummation of the Company Share Purchase, (3) materially increasing the risk of not being able to remove any such order on appeal or otherwise or (4) materially delaying or preventing the consummation of the Share Purchase or (y) the ability of Buyer to fully perform its subsidiaries covenants and other obligations in this Agreement. To the extent not in conflict with the foregoing or anything else in this Agreement, Buyer shall have the right to determine the strategy regarding authorizations, consents, orders, declarations or approvals of any Governmental Authority or the Parent expiration or its subsidiaries. Private parties may also bring legal action under termination of any applicable waiting period necessary to consummate the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares transactions contemplated by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16this Agreement.

Antitrust Laws. Under (a) In furtherance and not in limitation of Section 4.2, within five Business Days after the provisions date of this Agreement, Parent shall, or shall cause Merger Sub to, on the one hand, and the Company shall, or shall cause its subsidiaries to, on the other hand, make any and all filings which are required under the HSR Act applicable to the Offer, the acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification and Report Form any other Antitrust Law with respect to the Offertransactions contemplated by this Agreement. The Company shall furnish to Parent, unless and Parent shall, and shall cause Merger Sub to, furnish to the Company, such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Law. The Company shall promptly inform Parent, and Parent receives a request shall promptly inform the Company, as to any material communications with, and any inquiries or requests for additional information or documentary material from from, the Antitrust Division of the Department of Justice (the "Antitrust Division") or the United States Federal Trade Commission and the United States Department of Justice; to the extent practicable, Parent and the Company shall each permit the Company or Parent (as the "FTC"case may be) to review in advance and consider in good faith the other Party’s reasonable comments in any communication given by it to any Governmental Entity, and, to the extent there are any meetings or substantive telephone or video calls with any Governmental Entity, the Company and Parent shall each permit the other to attend such meetings or calls unless early termination prohibited by such Governmental Entity; provided that materials required to be provided pursuant to this Section 4.4 may be restricted to outside counsel and may be redacted (i) to remove references concerning the valuation of the waiting period is grantedCompany, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address legal privilege concerns. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant Each Party shall use its respective Reasonable Efforts to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the Parent. In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, comply as promptly as practicable on possible with any such inquiry or following request. Each Party hereby covenants and agrees to use Reasonable Efforts to secure termination of any waiting periods under the date hereof with HSR Act and any other Antitrust Law, to obtain the Antitrust Division approval of any Governmental Entity necessary to consummate the transactions contemplated hereby and the FTCto resolve such objections, a Notification and Report Form if any, as may be asserted by any Governmental Entity with respect to the proposed purchase transactions contemplated hereby; provided, however, that nothing contained herein shall require Parent, Merger Sub or any of Shares pursuant their respective affiliates to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws (a) agree to sell, divest, dispose of transactions such as the proposed acquisition or hold separate any assets or businesses, or otherwise take or commit to take any action that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or (b) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the Company by the Purchasertransactions contemplated hereby as violative of any Antitrust Law. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, shall each be responsible for 50% of the Parent filing fees payable under the HSR Act and the Purchaser believe any other Antitrust Law. The Parties acknowledge and agree that the acquisition Company’s liability for 50% of Shares by the Purchaser will not violate fees as described in the antitrust laws. There can foregoing sentence shall be no assurance that a challenge included as an accrued liability in the Final Statement for purposes of determining Closing Net Working Capital to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe extent that the financing of the acquisition of the Shares will Company has not be subject paid such fees prior to the margin regulations. 16Closing.