Common use of Antitrust Notification Clause in Contracts

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two (2) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shallshall file, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAct and a request to so file, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two five (25) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's ’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "“ultimate parent entity" ” of the Holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 Section 2.4 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Exercise Shares subject to the Exercise Noticesuch exercise, and the payment by the Holder of the Warrant Purchase PriceExercise Price therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the exercise date of this Warrant being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder holder of this Warrant determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shallshall file, within seven (7) Business Days business days after receiving notice from the Holder such holder of the applicability of the HSR ActAct and a request to so file, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder such holder promptly (but in no event more than two five (25) Business Daysbusiness days) such information and assistance as the Holder such holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder such holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days business days after receipt of such inquiry or request). The Company shall keep the Holder such holder apprised periodically and at the Holder's such holder’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder such holder (or the "“ultimate parent entity" ” of the Holdersuch holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) incurred by the Company and the Holder such holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 Section 2.4 is applicable to any exercise of this Warrant, the purchase by the Holder such holder of the Warrant Exercise Shares subject to the Exercise Noticesuch exercise, and the payment by the Holder such holder of the Warrant Purchase PriceExercise Price therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the exercise date of this Warrant being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two (2) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, including attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION Section 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act.

Antitrust Notification. If the Holder holder of this Warrant determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shall, within seven (7) Business Days business days after receiving notice from the Holder such holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder such holder promptly (but in no event more than two five (25) Business Daysbusiness days) such information and assistance as the Holder such holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder such holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days business days after receipt of such inquiry or request). The Company shall keep the Holder such holder apprised periodically and at the Holder's such holder’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder such holder (or the "“ultimate parent entity" ” of the Holdersuch holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, attorneys' ’ fees and expenses) incurred by the Company and the Holder such holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION Section 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder such holder of the Warrant Exercise Shares subject to the Exercise Noticesuch exercise, and the payment by the Holder such holder of the Warrant Purchase PriceExercise Price therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the exercise date of this Warrant being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shall, within seven (7) Business Days shall file as soon as practicable after receiving the date on which the Company receives notice from the Holder of the applicability of the HSR Act, Act and a request to so file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant (and in any event the Company shall make such filing no later than seven (7) Business Days after the date on which the Holder filed with the FTC and DOJ the notification and report form required to be filed by the Holder pursuant to the HSR Act in connection with the exercise of this Warrant). Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder and the Holder shall furnish to the Company promptly (but in no event more than two five (25) Business DaysDays after receipt of a reasonable request therefore) such information and assistance as the Holder other party may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder or the Company under the HSR Act. The Company and the Holder shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request)during the HSR waiting period. The Company Each party shall keep the Holder other apprised periodically and at the Holder's other party’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company Holder shall bear all filing or other fees required to be paid by the Company and the Holder (or the "“ultimate parent entity" ” of the Holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 Section 2.4 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Exercise Shares subject to the Exercise Noticesuch exercise, and the payment by the Holder of the Warrant Purchase PriceExercise Price therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the exercise date of this Warrant being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder determines(a) Each party hereto shall, in cooperation with the other parties, (i) use its sole judgment upon reasonable best efforts to file or cause to be filed as soon as practicable, but in no event later than the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended tenth (the "HSR ACT"), the Company shall, within seven (710th) Business Days after receiving notice from Day following the Holder of the applicability of the HSR Actdate hereof, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information reports or notifications that may be required to be filed by it pursuant to such party under the HSR Act in connection (with the exercise of this Warrant. Any such notification Federal Trade Commission and report form and supplemental information will be in full compliance with the requirements Antitrust Division of the HSR Act. The Company will Department of Justice with respect to the transactions contemplated by this Agreement) and (ii) furnish to the Holder promptly (but in no event more than two (2) Business Days) other parties all such information and assistance in its possession as may be necessary for the Holder may reasonably request in connection with completion of the preparation of any filing reports or submission required notifications to be filed by such other parties as described in the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ preceding clause (and in no event more than three (3) Business Days after receipt of such inquiry or requesti). The Company parties shall keep use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to cause the Holder apprised periodically and at the Holder's request expiration or termination of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) applicable waiting periods under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (includingas soon as practicable, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier including requesting early termination of the waiting period under the HSR Act, not extend any waiting period under the HSR Act or any other similar Applicable Law, and, subject to Article 11 as it relates to any party’s ability to terminate this Agreement following the End Date, respond to any inquiries received and supply, as promptly as practicable, any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act. The parties acknowledge and agree that Parent’s and Merger Subsidiaries’ obligations to use their reasonable best efforts set forth in this Section 7.06(a) shall include an obligation of Parent (A) to take and cause its Affiliates to take all actions reasonably necessary to avoid or eliminate any impediment under any Applicable Law so as to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the End Date); provided, however, that in no event shall the Company, Parent or Merger Subsidiary be required to: (1) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of, in the case of the Company, the Company or its Subsidiaries or, in the case of Parent or Merger Subsidiary, Parent or its Affiliates (including the Surviving Corporation and its Subsidiaries), (2) terminate any existing relationships, contractual rights or obligations of, in the case of the Company, the Company or its Subsidiaries or, in the case of Parent or Merger Subsidiary, Parent or its Affiliates (including the Surviving Corporation and its Subsidiaries) or (3) otherwise take or commit to take actions that would limit the Company’s, Parent’s or their respective Affiliates’ (including, with respect to Parent, the Surviving Corporation’s and its Subsidiaries’), freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines or assets of, in the case of the Company, the Company or its Subsidiaries or, in the case of Parent or Merger Subsidiary, Parent or its Affiliates (including the Surviving Corporation and its Subsidiaries). (b) Without limiting the generality of the provisions of Section 7.06, to the extent permissible under Applicable Law, each party hereto shall, in connection with the efforts referenced in Section 7.06 to obtain all requisite approvals, clearances, terminations of waiting periods and other authorizations for the transactions contemplated by this Agreement under the HSR Act, use its reasonable best efforts to, except as may be prohibited by any Governmental Authority or by any Applicable Law, (i) cooperate in all respects with each other party hereto in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, (ii) promptly inform the other parties hereto of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice or the Federal Trade Commission and of any material communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) permit each other party hereto, or such other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission or the Antitrust Division of the Department of Justice or any such other Governmental Authority or, in connection with any Proceeding by a private party, with any other Person, (iv) except as may be prohibited by any Governmental Authority or by any Applicable Law, in connection with any request or Proceeding with respect to the transactions contemplated by this Agreement, each party will permit authorized representatives of the other party to be present at each meeting or conference relating to such request or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request or Proceeding, (v) in the event one party is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other parties hereto promptly and reasonably apprised with respect thereto, and (vi) subject to Article 11 as it relates to any party’s ability to terminate this Agreement following the End Date, cooperate in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (c) Parent shall pay all filing fees applicable to the Notification and Report Form filed pursuant to the HSR Act or any filings required by any Legal Requirements of any foreign Governmental Authority and all other costs and expenses incurred in connection with the performance of Section 7.06, except that each party shall pay its other costs and expenses in connection with performing their respective obligations under the first sentence of Section 7.06. Subject to Article 11 as it relates to any party’s ability to terminate this Agreement following the End Date, the parties shall use their commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with authority over antitrust and competition matters relating to the transactions contemplated hereby.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two (2) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION Section 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two five (25) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's ’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "“ultimate parent entity" ” of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, including attorneys' ’ fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION Section 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act.

Antitrust Notification. If Subject to Section 10.2(b) hereof, Buyer and Seller shall use their respective reasonable best efforts to obtain all authorizations or waivers required under the Holder determinesHSR Act to consummate the transactions contemplated hereby and by the Ancillary Agreements, in its sole judgment upon including (a) making all Filings with the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions Antitrust Division of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Department of 1976, as amended Justice (“DOJ”) or the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice required in connection therewith (the "DOJ"initial filing to occur no later than ten (10) Business Days following the notification execution and report form delivery of this Agreement), (b) responding as promptly as practicable to all inquiries received from the DOJ or the FTC for additional information or documentation, and (c) resolving any supplemental information required to objections that may be filed asserted by it pursuant any Governmental Entity with respect to the HSR Act transactions contemplated by this Agreement in connection with the exercise any Filings made in accordance with this Section 5.5. Each of this Warrant. Any such notification Buyer and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will Seller shall furnish to the Holder promptly (but in no event more than two (2) Business Days) other such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder which is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (Seller and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company Buyer shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC DOJ or the DOJFTC. The Company shall bear all filing Notwithstanding anything to the contrary in this Agreement, Buyer and Seller will use their respective reasonable best efforts to offer to take, or other fees required cause to be paid taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Company this Agreement and the Holder (or the "ultimate parent entity" of the HolderAncillary Agreements, including taking all such further action as reasonably may be necessary to resolve such objections, if any) , as the DOJ or the FTC or state antitrust enforcement authorities or any other Person may assert under the HSR Act with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any other Applicable Law in connection that may be asserted by any Governmental Entity with such filings and all costs and expenses (respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as expeditiously possible, including, without limitation, attorneys' fees (i) proposing, negotiating, committing to and expenses) incurred effecting, by consent decree, hold separate order or otherwise, the Company and the Holder in connection with the preparation sale, divestiture or disposition of such filings and responses to inquiries assets or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder businesses of the Warrant Shares subject Division or of Buyer or any of its Subsidiaries, and (ii) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of the Division or of Buyer or any of its Subsidiaries with respect to, or its ability to retain, one or more of their respective businesses or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing, provided, however, that nothing in this Agreement shall require or be construed to require any of Buyer or any of its Subsidiaries to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree, except for those that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Exercise Noticeoutpatient segment of Buyer and its Subsidiaries taken as a whole (assuming for this purpose, and that the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Acttransactions contemplated hereby have already been consummated).

Antitrust Notification. If (a) The Company and the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, Purchaser shall file with the United States Federal Trade Commission (the "FTC") FTC and the United States Department of Justice Justice, as promptly as practicable, but in no event later than five (5) Business Days following the "DOJ") execution and delivery of this Agreement, the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act in connection with Act, which forms shall specifically request early termination of the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act. The Each of the Company will and the Purchaser shall furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to that is necessary under the HSR Act and any Other Antitrust Regulations. The Purchaser shall be filed by responsible for all filing fees payable in connection with the Holder filings under the HSR Act, it being understood that each party shall pay for the fees of its own legal counsel. Neither the Purchaser, the Company, nor any of their respective Affiliates shall enter into any agreement with any Governmental Body or extend any waiting period under the HSR Act or any Other Antitrust Regulations without the consent of the other parties hereto (such consents shall not be unreasonably conditioned, delayed, or withheld). (b) The Company shall respond and the Purchaser shall: (i) use their reasonable best efforts to promptly after receiving obtain any clearance required under the HSR Act or any Other Antitrust Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep each other apprised of the status of any material communications with, and any material inquiries or requests for additional information from any Governmental Body; and (iii) respond promptly, to any inquiry or request from any Governmental Body relating to the FTC HSR filings. Prior to the Closing, the Purchaser shall not, and shall cause its Affiliates not to, undertake or consummate any Competitive Transaction. Subject to the terms and conditions of this Agreement, including this Section 10.04, the Purchaser shall not (and shall cause its Affiliates not to) take or fail to take any action that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, materially delaying or otherwise materially adversely affecting (A) the consummation of the transactions contemplated hereby, including (w) imposing any material delay in the obtaining of, or materially increasing the risk of not obtaining, any authorization, consent, order, declaration or approval of any Governmental Body necessary to consummate the transactions contemplated hereby or the DOJ expiration or termination of any applicable waiting period, (and in no event more than three x) materially increasing the risk of any Governmental Body entering an order prohibiting the consummation of the transactions contemplated hereby, (3y) Business Days after receipt materially increasing the risk of not being able to remove any such order on appeal or otherwise, or (z) materially delaying, or preventing, the consummation of the transactions contemplated hereby or (B) the ability of such inquiry or request). party to fully perform its obligations pursuant to this Agreement. (c) The Company shall keep parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the Holder apprised periodically identification and at the Holder's request of the status resolution of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) issues arising under the HSR Act or any Other Antitrust Regulations at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other Applicable Law appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Purchaser shall participate in connection any meeting or material discussion with any Governmental Body with respect to any such filings filings, applications, investigation, or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and all costs and expenses participate in such meeting or discussion (includingwhich, without limitationat the request of either the Purchaser or the Company, attorneys' fees and expenses) incurred by shall be limited to outside antitrust counsel only). Subject to reasonable confidentiality considerations, each of the Company and the Holder Purchaser shall, to the extent practicable, afford the other party a reasonable opportunity to review in connection with advance, and comment on, the preparation content of such any filings and responses (as contemplated by Section 10.04(a)), material communications, presentations, white papers or other written materials to inquiries or requests. In the event that this SECTION 2.3 is applicable be submitted to any exercise Governmental Body in advance of this Warrantany such submission, the purchase by the Holder of the Warrant Shares subject provided that such materials may be redacted to the Exercise Notice(A) remove references to commercially or competitively-sensitive information, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration (B) address reasonable attorney-client privilege or earlier termination of the waiting period under the HSR Actconfidentiality concerns.

Antitrust Notification. If Each of the Holder determinesBuyer and Seller will, in its sole judgment upon if not done prior to the advice of counsel, that an exercise execution of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Agreement, as amended (the "HSR ACT")promptly as practicable, the Company shall, within seven (7) but in no event later than three Business Days after receiving notice from following the Holder execution and delivery of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it in connection therewith pursuant to the HSR Act in connection with the exercise of this WarrantAct. Any Each party hereto represents and warrants that such notification and report form and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in full substantial compliance with the requirements of the HSR Act. The Company will Each of the Buyer and the Seller shall furnish to the Holder promptly other such necessary information (but in no event more than two (2subject to redaction as reasonably necessary to protect competitively sensitive confidential business information) Business Days) such information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from Buyer and the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company Seller shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC FTC, the DOJ or any state attorneys general, and shall use their reasonable best efforts to comply promptly with any such inquiry or request. Each of the DOJ. The Company shall bear all filing or other fees required to be paid by the Company Buyer and the Holder (Seller will use its reasonable best efforts to cause the expiration or the "ultimate parent entity" early termination of the Holder, if any) waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and shall use its reasonable best efforts to resolve any antitrust concerns raised by, and defend against any action to enjoin the sale of the Assets to the Buyer brought by the FTC, the DOJ or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by state attorneys general. Each of the Company Buyer and the Holder Seller will respond promptly under the circumstances to any requests for additional information by any Governmental Authority in connection with the preparation transactions contemplated by this Agreement, including promptly filing a response to a “second request” from an applicable Governmental Authority in connection with its review of such filings and responses the transactions contemplated by this Agreement pursuant to inquiries the HSR Act. Nothing stated in this Agreement shall require the Buyer to agree or requests. In the event that this SECTION 2.3 is applicable commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any exercise of this Warrant, the purchase by the Holder assets of the Warrant Shares subject Buyer or any of the Assets, or permit the Seller to agree or commit to take any such action with respect to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject Assets in connection with or to the expiration or earlier obtain termination of the waiting period under the HSR ActAct or otherwise.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976(a) Parent and CS shall, as amended promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (the "HSR ACT"), the Company shall, within seven (710) Business Days after receiving notice from following the Holder execution and delivery of the applicability of the HSR Actthis Agreement, file with (i) the United States Federal Trade Commission (the "FTC") FTC and the United States Department of Justice (the "DOJ") , the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act and (ii) any other applicable Governmental Authority all filings, reports, information and documentation required for the transactions contemplated hereby pursuant to Other Antitrust Regulations. If a filing is required to be made in connection with Brazil by CS, it shall be made within 15 Business Days of the exercise execution of this WarrantAgreement. Any such notification Each of Parent and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will CS shall furnish to the Holder promptly (but in no event more than two (2) Business Days) each other's counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company Act and Other Antitrust Regulations. (b) Parent and CS shall respond use their commercially reasonable best efforts to promptly after receiving obtain any inquiries or requests clearance required under the HSR Act and Other Antitrust Regulations for additional information from the FTC or consummation of the DOJ (transactions contemplated by this Agreement and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and other Governmental Authorities and shall comply promptly with any such inquiry or request; PROVIDED, HOWEVER, that CS shall not be required to consent to the DOJ. The Company shall bear all filing divestiture or other fees required to be paid by disposition of any of its or its Affiliates' assets (including the Company and the Holder (Shares or the "ultimate parent entity" any of the Holderassets of any Beverage Company, if anybut excluding the shares or assets of any of the Beverage Companies' international businesses). (c) under The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, expiration of the applicable HSR Act or any waiting period at the earliest practicable date. Said reasonable best efforts and cooperation include but are not limited to counsel's undertaking (i) to keep each other Applicable Law in connection with such filings appropriately informed of communications from and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder personnel of the Warrant Shares subject to the Exercise Noticereviewing antitrust authority, and the payment by the Holder (ii) to confer with each other regarding appropriate contacts with and response to personnel of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Actsaid antitrust authority.

Antitrust Notification. If the Holder determines6.6.1. Buyer, in its sole judgment upon the advice of counselSellers, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the Company shall, within seven shall in no event later than five (75) Business Days after receiving notice from following the Holder execution and delivery of the applicability of the HSR Actthis Agreement, file with with: (i) the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ") ”), the notification and report form required for the Contemplated Transactions and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act; and (ii) any other Governmental Authority, any other filings, reports, information, and documentation and, if required, a draft required for the transactions contemplated hereby pursuant to any applicable Other Antitrust Laws. Buyer shall be responsible for all filing and other similar fees payable in connection with such filings and any local counsel fees. 6.6.2. Buyer, Sellers, and the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish shall use their commercially reasonable efforts to the Holder promptly (but in no event more than two (2) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of obtain any filing or submission clearance required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving , and if applicable, any inquiries or requests Other Antitrust Laws for additional information from the FTC or consummation of this Agreement and the DOJ (Contemplated Transactions and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, from the FTC or DOJ and any other Governmental Authority and shall comply promptly with any such inquiry or request. Prior to the DOJClosing, Buyer shall not, and shall cause its Affiliates not to undertake anything, including entering into any transaction, that would reasonably be expected to prevent or delay the expiration of the initial waiting period under the HSR Act or applicable Other Antitrust Laws. 6.6.3. The Parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act or any applicable Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking: (a) to keep each other appropriately informed of communications from and to personnel of the FTC or DOJ and any other Governmental Authority; and (b) to confer with each other regarding appropriate contacts with and response to personnel of such FTC, DOJ, and any other Governmental Authority. Neither Buyer, Sellers, nor the Company shall bear all filing participate in any meeting or discussion with the FTC or DOJ and any other Governmental Authority with respect of any such filings, applications, investigation or other fees inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the FTC or DOJ and any other Governmental Authority, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Buyer, Sellers or the Company shall be limited to outside antitrust counsel only). Buyer, Sellers, and the Company shall each approve the content of any presentations, white papers or other written materials to be submitted to the FTC or DOJ and any Other Governmental Authority in advance of any such submission. 6.6.4. Without limiting the generality of Buyer’s undertaking pursuant to this Section 6.6, Buyer shall promptly take or cause to be taken reasonable best efforts to obtain any clearance required under the HSR Act and, if applicable, any applicable Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement, including reasonable best efforts to avoid the entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) related to the HSR Act or any applicable Other Antitrust Laws that would prevent the consummation of the transactions contemplated by this Agreement; provided, however, that Buyer shall not be required to be paid by the Company and the Holder (commence or the "ultimate parent entity" defend any legal proceeding or to divest, dispose of the Holder, if any) or hold separate any assets to secure clearance or approval under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAntitrust Law.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the XxxxHarx-Xxxxx-Xxxxxx Antitrust Xxtitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), then the Company shall, within seven (7) 20 Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two (2) all events within three Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION Section 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act.

Antitrust Notification. If (a) The Company and the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, Purchaser shall file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice Justice, as promptly as practicable, but in no event later than seven (7) Business Days following the "DOJ") execution and delivery of this Agreement, the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act in connection with Act, which forms shall specifically request early termination of the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act. The Company will furnish to Purchaser shall file with any other Governmental Body, as promptly as practicable and before the Holder promptly (expiration of any relevant legal deadline, but in no event more later than two seven (27) Business Days) such Days following the execution and delivery of this Agreement, any other filings (including any pre-notification draft), reports, information and documentation as may be required for the transactions contemplated hereby pursuant to any Other Antitrust Regulations. Each of the Company and the Purchaser shall furnish to each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR ActAct and any Other Antitrust Regulations. The Purchaser shall be responsible for all filing fees payable to the applicable Governmental Body under the HSR Act and any Other Antitrust Regulations in connection with the filings described in the first sentence of this Section 10.04(a). (b) The Company shall respond and the Purchaser shall: (i) use their commercially reasonable efforts to promptly after receiving obtain any clearance required under the HSR Act and any Other Antitrust Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep each other apprised of the status of any material communications with, and any material inquiries or requests for additional information from any Governmental Body; and (iii) comply promptly with any such material inquiry or request and supply to any Governmental Body without undue delay any additional information requested. Notwithstanding the FTC foregoing, the Purchaser agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the parties hereto to expeditiously close the transactions contemplated hereby (and for the avoidance of doubt, so as to avoid an in depth or second phase review by the relevant Governmental Body) including consenting to any divestiture or other structural or conduct relief in order to obtain clearance from any Governmental Body and, at the request of the Company, the Purchaser and its Affiliates shall be obligated to contest, administratively or in court, any ruling, order, or other action of any Governmental Body or any other Person respecting the transactions contemplated by this Agreement. Prior to the Closing, the Purchaser shall not, and shall cause its Affiliates not to, undertake any Competitive Transaction. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Regulations at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. For the avoidance of doubt, such commercially reasonable efforts shall not limit the Purchaser’s obligations pursuant to Section 10.04(b). Neither the Company nor the Purchaser shall participate in any meeting or material discussion with any Governmental Body with respect of any such filings, applications, investigation, or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either the Purchaser or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or requestCompany, shall be limited to outside antitrust counsel only). The Company and the Purchaser shall keep each approve the Holder apprised periodically and at the Holder's request of the status content of any communications withfilings (as contemplated by Section 10.04(a)), material communications, presentations, submissions, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission, provided that such materials may be redacted to (A) remove references to commercially or competitively-sensitive information, and any inquiries (B) address reasonable attorney- client privilege or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Actconfidentiality concerns.

Antitrust Notification. If 7.3.1. The Parties (other than the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company Shareholders’ Representative) shall, within seven (7i) as promptly as practicable, and in any event no more than ten Business Days after receiving notice from Days, following the Holder of the applicability of the HSR Actdate hereof, file with the United States Federal Trade Commission (the "FTC") FTC and the United States Department of Justice (DOJ the "DOJ") the premerger notification and report form required as a result of the Merger and the other transactions contemplated hereby, and shall include any supplemental information required to be filed by it requested in connection therewith, pursuant to the HSR Act and (ii) as promptly as practicable thereafter, make such other filings as are necessary or advisable in connection other jurisdictions in order to comply with the exercise of this Warrantall Applicable Laws relating to competition, merger control or antitrust and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information will shall be in full substantial compliance with the requirements of the HSR ActAct or such other Applicable Law. The Company will Parties (other than the Shareholders’ Representative) shall work together and shall furnish to the Holder promptly (but in no event more than two (2) Business Days) one another such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder which is necessary under the HSR ActAct or such other Applicable Law. The Company shall respond promptly after receiving any inquiries or requests for additional information from Parties (other than the FTC or the DOJ (and in no event more than three (3Shareholders’ Representative) Business Days after receipt of such inquiry or request). The Company shall keep the Holder one another apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC FTC, the DOJ or any other applicable Governmental Authority, and shall comply promptly with any such inquiry or request. 7.3.2. From and after the DOJ. The Company date hereof, the Parties (other than the Shareholders’ Representative) shall bear all filing or other fees use commercially reasonable efforts to obtain any clearance required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any such other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by for the Company Merger and the Holder in connection with other transactions contemplated hereby (any such clearance, an “Antitrust Approval”), including replying at the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable earliest practicable date to any exercise of this Warrant, requests for information received from the purchase by the Holder of the Warrant Shares subject FTC or DOJ pursuant to the Exercise Notice, HSR Act and the payment by the Holder of the Warrant Purchase Price, shall be subject to the making any permitted request for early expiration or earlier termination of the applicable waiting period periods under the HSR ActAct as soon as possible. For purposes of this Section 7.3.2 and of Section 7.1, and in the interests of clarity, Buyer shall not be required to agree to any prohibition, limitation or other requirement of the type set forth in clauses (i) through (iii) of Section 3.1.

Antitrust Notification. If (a) The Company and the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Buyer Parties will, as amended promptly as practicable and no later than five (the "HSR ACT"), the Company shall, within seven (75) Business Days after receiving notice from following the Holder date of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with for the exercise Transactions, which form will specifically request early termination of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act. The Each of the Company and the Buyer Parties will furnish to the Holder promptly (but in no event more than two (2) Business Days) each other's counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR ActAct and will provide any supplemental information requested by any Governmental Body as promptly as practicable. The Company shall respond and the Buyer Parties will use all reasonable best efforts to comply as promptly after receiving as practicable with any inquiries or requests made for any additional information from in connection with such filings. Buyer will be responsible for all filing fees payable in connection with such filings. (b) Subject to the FTC or immediately following sentence, the DOJ (Company and in no event more than three (3) Business Days after receipt the Buyer Parties will use their reasonable best efforts to promptly obtain any clearance required under the HSR Act for the consummation of such inquiry or request). The Company shall keep the Holder Transactions and to each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC any Governmental Body and to comply promptly with any such inquiry or the DOJrequest. The Company Buyer Parties will use, and will cause their Affiliates to use, reasonable best efforts to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the parties to expeditiously close the Transactions; provided, however, that nothing in this Section ‎9.03 shall bear all filing require any Buyer Party to undertake any efforts or other fees required to take any action if the taking of such efforts or action (x) is or would reasonably be paid expected to result in a loss by any Buyer Party of a material benefit or material benefits, after taking into account the adverse effect of the proposed actions on the Buyer Parties and their Affiliates (including, after the Closing, the Company and its Subsidiaries), arising from or relating to the Holder transactions contemplated by this Agreement and (or y) is not conditioned upon the "ultimate parent entity" effectiveness of the Holder, if anyClosing. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel's undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Buyer Parties will participate in any meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Buyer or the Company, will be limited to outside antitrust counsel only). Each party hereto will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. (d) Except as specifically required by this Agreement, the Buyer Parties will not take any action, or refrain from taking any action, the effect of which could reasonably be expected to delay or impede the ability of the parties to consummate the Transactions. Without limiting the generality of the forgoing, the Buyer Parties will not, and will not permit any member of the Buyer Group or their respective Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other Applicable Law manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would (i) impose any delay in connection with such filings and all costs and expenses (includingthe obtaining of, without limitationor increase the risk of not obtaining, attorneys' fees and expenses) incurred by any permits, orders or other approvals of any Governmental Body necessary to consummate the Company and the Holder in connection with the preparation of such filings and responses to inquiries Transactions or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of any applicable waiting period, (ii) increase the waiting period under risk of any Governmental Body entering an order prohibiting the HSR Actconsummation of the Transactions or (iii) delay the consummation of the Transactions.

Antitrust Notification. If (a) The Company and the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Buyer Parties will, as amended promptly as practicable and no later than five (the "HSR ACT"), the Company shall, within seven (75) Business Days after receiving notice from following the Holder date of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ") the ”), any notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with for the exercise Transactions, which form will specifically request early termination of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act; provided that, in the event the FTC and/or the DOJ are closed or not otherwise accepting such filings under the HSR Act (a “Government Closure”), such five (5) Business Day period shall be extended day-for-day, for each Business Day a Government Closure is in effect. The Each of the Company and the Buyer Parties will furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR ActAct and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable. The Company shall respond and the Buyer Parties will use reasonable best efforts to comply as promptly after receiving as reasonably practicable with any inquiries or requests made for any additional information from in connection with such filings. Buyer will be responsible for all filing fees payable in connection with any filings related to Antitrust Laws. (b) Subject to the FTC or last sentence of this Section 9.03(b), the DOJ (Company and in no event more than three (3) Business Days after receipt the Buyer Parties will use their reasonable best efforts to promptly obtain any HSR Approval for the consummation of such inquiry or request). The Company shall the Transactions and will keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request, including using their respective best efforts to certify compliance with any request for additional information or documentary material from the DOJ or the FTC pursuant to the HSR Act (a “Second Request”) promptly after receipt of such Second Request and to produce documents on a rolling basis. The Buyer Parties will, and will cause their Affiliates to oppose any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Transactions, in each case, as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.01(a) as expeditiously as possible, and in any event, before the End Date; provided, however, and for avoidance of doubt, the Buyer and its Affiliates shall have no obligation to agree to any structural or conduct relief whatsoever. (c) The Parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under any Antitrust Law at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Buyer Parties will participate in any meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation or other inquiry without giving the other Party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Buyer or the DOJCompany, will be limited to outside antitrust counsel only). The Notwithstanding the foregoing, Buyer shall, in all cases, after consultation with the Company shall bear and good faith efforts to consider and reflect all filing or other fees required to be paid views and input provided by the Company with respect to such matters and the Holder (or the "ultimate parent entity" of the Holder, if any) regarding all strategic decisions relevant to obtaining clearance under the HSR Act Act, (x) determine timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any other Applicable Law applicable Governmental Bodies (provided, however, that Buyer shall not be responsible for the factual representations relating to the Company contained in connection with such filings and all costs and expenses (includingunder the HSR Act, without limitationor responses to compulsory process, attorneys' fees and expenses) incurred that are made by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to without any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Noticeinput from Buyer), and the payment by the Holder (y) lead all proceedings and coordinate all activities, in each such case under clauses (x) and (y) with respect to seeking actions, consents, approvals or waivers of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period any Governmental Bodies under the HSR Act. (d) Except as specifically required by this Agreement and except as in the ordinary course of business consistent with past practice, the Buyer Parties will not take any action, or refrain from taking any action, the effect of which would be to delay or impede the ability of the Parties to consummate the Transactions. Without limiting the generality of the foregoing, the Buyer Parties will not, and will not permit any member of the Buyer Group or their respective Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any permits, orders or other approvals of any Governmental Body necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Transactions or (iii) delay the consummation of the Transactions.

Antitrust Notification. If the Holder determines(a) The Company and Buyer will, in its sole judgment upon the advice of counselor will cause their respective Affiliates or representatives, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended make (the "HSR ACT"), the Company shall, within seven (7i) Business Days after receiving notice from the Holder of the applicability of any filings required under the HSR Act, file Act with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ") the notification and report form and ”), which shall request early termination of any supplemental information required to be filed by it pursuant waiting period applicable to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of Transactions under the HSR Act, as promptly as practicable and in any event no later than ten (10) Business Days following the date of this Agreement, and (ii) any Other Required Antitrust Approvals. The Sellers, the Company and Buyer will furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required that is necessary under the HSR Act or under any other applicable Antitrust Laws and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable to be filed by cause the Holder expiration or termination of any waiting periods applicable to the Transactions under the HSR Act, and to obtain any approvals, consents or waivers required under applicable Antitrust Laws. The Sellers, the Company and Buyer will use all reasonable best efforts to comply as promptly as reasonably practicable with any requests made for any additional information in connection with such filings. Neither Buyer nor the Company shall respond commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or enter into a timing agreement with any Governmental Body, or withdraw its initial filing pursuant to the HSR Act or any other Antitrust Law, as the case may be, and refile any of them, without the prior written consent of the other party. Buyer on the one hand, and Sellers on the other hand, will each be responsible for fifty percent (50%) of all filing fees payable in connection with any filings under the Antitrust Laws. (b) In furtherance and not in limitation of the foregoing, the Company and Buyer will use their reasonable best efforts to promptly after receiving obtain any inquiries HSR Approval or requests Other Required Antitrust Approvals for additional information from the FTC or consummation of the DOJ (Transactions and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall will keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. Buyer will take, and will cause its Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the FTC parties to expeditiously close the Transactions; provided that Buyer shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (A) the sale, lease, license, divestiture, disposition or holding separate of any entities, assets, facilities, rights, product lines or businesses of Buyer, its Affiliates or of the Company, (B) terminating any existing relationships, contractual rights or obligations of Buyer, its Affiliates or of the Company, (C) terminating any joint venture or other arrangement of Buyer, its Affiliates or of the Company, or (D) effectuating any other change or restructuring of Buyer, its Affiliates or of the Company; provided, however, that the Company shall only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Closing occurs. (c) In furtherance and not in limitation of the foregoing, each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Body in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Body relating to the Transactions, including any proceeding initiated by a private person, (ii) keep the other parties hereto informed in all substantive respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Body and of any substantive communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Affiliates, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Body in connection with the Transactions, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Body or other Person, give the other parties hereto the opportunity to attend and participate in such meetings and conferences. Each party shall have the right to review in advance all written materials submitted by the other party to any Governmental Body in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that any such materials may be redacted (A) to remove references concerning the valuation of, other bidders for, or the DOJassessment of other strategic alternatives available to, the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable privilege or confidentiality concerns; provided further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 10.03(b) as “Outside Antitrust Counsel Only”, in which case such materials and the information contained therein shall be given only to outside antitrust counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the receiving party without the advance written consent of the party providing such materials. The Company shall bear all filing or other fees Notwithstanding anything in this Agreement to the contrary, no party is required to be paid by furnish to the Company other party (x) a copy of its Notification and the Holder (or the "ultimate parent entity" of the Holder, if any) under Report Form pursuant to the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses documentary attachments thereto (includingexcept after the Closing, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation Seller shall provide to Buyer a copy of such filings and its responses to inquiries Items 5-7 of its Notification and Report Form pursuant to the HSR Act), (y) any of its documents or requests. In data submitted in response to a request for additional information or documentary material issued by a Governmental Body pursuant to 15 U.S.C. § 18a(e) and 16 C.F.R. § 803.20, other than its narrative responses, or (z) any internal documents submitted voluntarily to a Governmental Body under the event Antitrust Laws; provided, however, that each party’s antitrust counsel will generally discuss the substance of, and cooperate in good faith in the submission of, any such documents to be voluntarily submitted to a Governmental Body. (d) Except as specifically required by this SECTION 2.3 is applicable to Agreement, during the Interim Period, Buyer will, or will cause its Affiliates to, not take any exercise of this Warrantaction, or refrain from taking any action, the purchase by effect of which would be to delay or impede the Holder ability of the Warrant Shares subject parties to consummate the Exercise NoticeTransactions. Without limiting the generality of the foregoing, during the Interim Period, Buyer will not, and the payment by the Holder will not permit any member of the Warrant Purchase PriceBuyer Group or their respective Affiliates to, shall acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be subject expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any permits, orders or other approvals of any Governmental Body necessary to consummate the Transactions or the expiration or earlier termination of any applicable waiting period, (ii) increase the waiting period under risk of any Governmental Body entering an order prohibiting the HSR Actconsummation of the Transactions or (iii) delay the consummation of the Transactions.

Antitrust Notification. If (a) The Company and the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Buyer Parties will, as amended promptly as practicable and no later than ten (the "HSR ACT"), the Company shall, within seven (710) Business Days after receiving notice from following the Holder date of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (Justice, the "DOJ") the 65 notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with for the exercise Transactions, which form will specifically request early termination of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act. The Additionally, the Buyer Parties will, as promptly as practicable following the date of this Agreement, file the required materials requesting expiration or early termination, as applicable, of the applicable waiting periods under (A) Brazil’s New Competition Law (Federal Law Nr. 12,529/2011), as amended, (B) the German Act Against Restraints in Competition (ARC), as amended and (C) the Russian Law on the Protection of Competition, as amended (collectively, the “Foreign Filings”). Each of the Company and the Buyer Parties will furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR ActAct or the Foreign Filings and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable. The Company shall respond and the Buyer Parties will use all reasonable best efforts to comply as promptly after receiving as reasonably practicable with any inquiries or requests made for any additional information from the FTC or the DOJ in connection with such filings. Buyer will be responsible for all filing fees payable in connection with such filings. (and in no event more than three (3b) Business Days after receipt of such inquiry or request). The Company shall and the Buyer Parties will use their reasonable best efforts to promptly obtain any clearance required under the HSR Act for the consummation of the Transactions and will keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. (c) The Buyer Parties will use their reasonable best efforts to promptly obtain any clearance required under the FTC or Foreign Filings for the DOJ. The Company shall bear all filing or other fees required to be paid by consummation of the Transactions and will keep the Company and the Holder (or the "ultimate parent entity" apprised of the Holderstatus of any communications with, if anyand any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. (d) The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and the Foreign Filings at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Buyer Parties will participate in any meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Buyer or the Company, will be limited to outside antitrust counsel only). The Company will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any presentations, white papers or other written materials to be submitted to any Governmental Body by Buyer in advance of any such submission. Buyer will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any presentations, white papers or other written materials to be submitted to any Governmental Body 66 by the Company in advance of any such submission (excluding, for the avoidance of doubt, the notification form filed pursuant to Section 9.03(a) by the Company or its Affiliates). (e) Notwithstanding anything in this Agreement to the contrary, none of Buyer or any of its Affiliates shall be required to (i) agree to or proffer to sell, divest, lease, license, transfer, dispose of or otherwise encumber or impair Buyer’s or any of its Affiliates’ ability to own or operate any assets or properties of Buyer or any of its Affiliates (including, for the avoidance of doubt, any equity or other Applicable Law interests in the Company or any of its Subsidiaries), (ii) agree to or proffer to sell, divest, lease, license, transfer, dispose of or otherwise encumber or impair any material assets or properties of the Company or any of its Subsidiaries or (iii) take any such action in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred any Action by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act.a Person other than a Governmental Body

Antitrust Notification. If the Holder determines, in its sole ---------------------- judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), the Company ------- shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") --- --- the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two (2) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION Section 2.3 is applicable to any exercise of this Warrant, the purchase by the ----------- Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shallshall file, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAct and a request to so file, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two five (25) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's ’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "“ultimate parent entity" ” of the Holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 Section 2.4 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Exercise Shares subject to the Exercise Noticesuch exercise, and the payment by the Holder of the Warrant Purchase PriceExercise Price therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the exercise date of this Warrant being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shallshall file, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAct and a request to so file, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two five (25) Business Daysbusiness days) such information and assistance as the Holder such holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days business days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Company in connection with the preparation of such filings and responses to inquiries or requests. The Company shall also bear 50% of all filing or other fees required to be paid by the Holder (or the “ultimate parent entity” of the Holder, if any) under the HSR Act or any other applicable law in connection with such filings and 50% of all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Holder in connection with the preparation of such filings and responses to inquiries or requests, and the Holder shall bear the remaining 50% of such fees, costs and expenses. In the event that this SECTION 2.3 Section 6.4 is applicable to any exercise of this Warrant, the purchase by issuance to the Holder of the applicable Warrant Shares subject to the Exercise NoticeStock Shares, and the payment by the Holder of the Warrant Purchase PricePrice therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the Exercise Date being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two (2) Business Days) such information and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's ’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "“ultimate parent entity" ” of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, including attorneys' ’ fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION Section 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act.

Antitrust Notification. If (a) To the Holder determinesextent required, in its sole judgment upon the advice of counseleach Seller and Purchaser (and their respective Affiliates, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976if applicable) will, (i) as amended promptly as practicable and no later than ten (the "HSR ACT"), the Company shall, within seven (710) Business Days after receiving notice from following the Holder date of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”), a Notification and Report Form relating to this Agreement the Transactions pursuant to the HSR Act, and (ii) as promptly as practicable and no later than thirty (30) days following the notification date of this Agreement, file all notifications, filings, registrations, forms and report form submissions, including any draft notifications in jurisdictions requiring pre-notification, as are required by the Antitrust Laws set forth on Schedule 7.1(a). (b) Each Seller and any supplemental information required Purchaser shall (and shall cause their respective Affiliates to) (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be filed supplied) with any information that may be required in order to make such filings; (C) make (or cause to be made) an appropriate response to any additional information that may be required or requested by it the FTC, the DOJ or the Governmental Bodies of any other applicable jurisdiction; and (D) take (and cause their Affiliates to take) all action necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act in connection with and any other Antitrust Laws applicable to this Agreement or the exercise of this Warrant. Any such notification Transactions; and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two (2) Business Days) obtain any required Consents pursuant to the HSR Act and any other Antitrust Laws applicable to this Agreement or the Transactions, in each case as promptly as reasonably practicable and in any event prior to the Outside Date. If any Party or Affiliate thereof receives any comments or a request for additional information or documentary material from any Governmental Body with respect to the Transactions pursuant to the HSR Act or any other applicable Antitrust Law, then such information Party shall make (or cause to be made), as promptly as practicable and assistance as the Holder may reasonably request in connection after consultation with the preparation of other Party, an appropriate response to such request; provided that neither Party may stay, toll or extend any filing or submission required to be filed by the Holder applicable waiting period under the HSR Act, pull and refile under the HSR Act, or enter into any timing agreement or other understanding with any Governmental Body with respect to the HSR Act, or any other Antitrust Law applicable to the Transactions without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed. The Company shall respond Purchaser will be solely responsible for payment of all filing fees payable in connection with such filings. (c) Subject to the immediately following sentence, each Seller and Purchaser will use their reasonable best efforts to as promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ as practicable (and in no any event more than three (3prior to the Outside Date) Business Days after receipt of such inquiry obtain any clearances, Consents, approvals, waivers, actions, waiting period expirations or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status of any communications withterminations, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing non-actions or other fees authorizations required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Antitrust Law for the consummation of this Agreement and the Transactions. In furtherance and not in connection with such filings limitation of the other covenants in this Section 6.4, and notwithstanding anything else in this Agreement, Purchaser will take, and will cause its Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Body or any other Person as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.1(a) prior to the Outside Date and allow the consummation of this Agreement and the Transactions as soon as practicable and, in any event, prior to the Outside Date, including offering, negotiating, committing to and effecting, by Consent decree, hold separate order or otherwise, (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries; and (iv) any other restrictions on the activities of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries, including the freedom of action of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries with respect to, or their ability to retain, any of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement. Purchaser shall oppose any request for, the entry of, and seek to have vacated or terminated, any Order, judgment, decree, injunction or ruling of any Governmental Body that could restrain, prevent or delay any required Consents applicable to the Transactions, including by defending through litigation, any Action asserted by any Person in any court or before any Governmental Body and by exhausting all avenues of appeal, including appealing properly any adverse decision or Order by any Governmental Body, it being understood that the costs and expenses of all such actions shall be borne by Purchaser. Notwithstanding the foregoing, nothing in this Agreement shall require the Seller or any of its Subsidiaries or Affiliates to take or agree to take any action that is unrelated to Transactions or is not conditioned on the Closing as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.1(a) prior to the Outside Date, in each case, so as to allow the consummation of this Agreement and the Transactions as soon as practicable and, in any event, prior to the Outside Date. (includingd) None of Sellers or Purchaser will participate in any meeting or discussion with any Governmental Body with respect of any filings, applications, investigation or other inquiry relating to the Transactions without limitationgiving the other Party reasonable prior notice of the meeting or discussion and, attorneys' fees and expenses) incurred to the extent permitted by the Company relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion, unless prohibited by such Governmental Body. Sellers will have the Holder in connection with right to review and approve the preparation content of such filings any draft notifications, formal notifications, filing, submission or other written communication (and responses any analyses, memoranda, presentations, white papers, correspondence or other written materials submitted therewith) to inquiries or requests. In the event that this SECTION 2.3 is applicable be submitted to any exercise Governmental Body in advance of any such submission. Each Party acknowledges that, with respect to any non-public information provided by a Party to the other under this WarrantSection 6.4, the purchase by the Holder each Party may (1) designate such material as restricted to “outside counsel only” and any such material shall not be shared with employees, officers or directors or their equivalents of the Warrant Shares subject receiving Party without approval of the disclosing Party and (2) redact such materials as necessary to satisfy contractual confidentiality obligations, preserve attorney-client privilege or protect material relating to the Exercise Noticevaluation of the Acquired Assets. (e) Purchaser will not, and the payment by the Holder will not permit any member of the Warrant Purchase PricePurchaser Group or their respective Affiliates to, shall directly or indirectly take any action or agree to take any action (including but limited to acquiring or agreeing to acquire any assets or businesses) that would be subject reasonably likely to materially delay or prevent the expiration or earlier termination receipt of the any required clearances, Consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR ActAct or other Antitrust Law or increase the risk of any Governmental Body entering an Order preventing, delaying or prohibiting the consummation of the Transactions or delay the consummation of the Transactions.

Antitrust Notification. If (a) The Company (and the Holder determinesShareholders, in its sole judgment upon if applicable) and the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended Buyer shall (the "HSR ACT"), the Company shall, within seven i) no later than ten (710) Business Days after receiving notice from following the Holder execution and delivery of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") Justice, the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act in connection with Act, which forms shall specifically request early termination of the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act, and (ii) as promptly as practicable and before the expiration of any relevant legal deadline file with any other Governmental Entity, any other filings (or drafts if required), reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Regulations. The Company will (and the Shareholders, if applicable) and the Buyer shall furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR ActAct and any Other Antitrust Regulations. All filing fees payable in connection with the filings described in this Section 6.10(a)(i) and (ii) shall be paid by the Buyer. (b) The Company shall respond Company, the Shareholders, and the Buyer shall: (i) use their commercially reasonable efforts to promptly after receiving obtain any inquiries or requests clearance required under the HSR Act and any Other Antitrust Regulations for additional information from the FTC or consummation of this Agreement and the DOJ transactions contemplated hereby; (and in no event more than three (3ii) Business Days after receipt of such inquiry or request). The Company shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information fromfrom any Governmental Entity; and (iii) make an appropriate response to any such inquiry or request and supply to any Governmental Entity without undue delay any additional information requested; provided further, however, that no party nor any of their respective Affiliates shall be obligated to agree to any structural or conduct relief or to litigate. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company identification and the Holder (or the "ultimate parent entity" resolution of the Holder, if any) any issues arising under the HSR Act and any Other Antitrust Regulations at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Entities, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entities and the content of any such contacts or presentations. Neither the Company, the Shareholders, nor the Buyer shall participate in any meeting or discussion with any Governmental Entity with respect of any such filings, applications, investigation, or other Applicable Law in connection with such filings and all costs and expenses (includinginquiry without giving the other party prior notice of the meeting or discussion and, without limitation, attorneys' fees and expenses) incurred to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate in such meeting or discussion (which, at the request of either the Buyer or the Company, shall be limited to outside antitrust counsel only). The Company and the Holder Buyer shall each have the opportunity to review and provide comments, which the other party will consider in connection with good faith, on the preparation content of such any filings and responses (as contemplated by Section 6.10(b)), material communications, presentations, white papers or other written materials to inquiries or requests. In the event that this SECTION 2.3 is applicable be submitted to any exercise Governmental Entity in advance of any such submission. Notwithstanding anything in this WarrantAgreement to the contrary, the purchase by Buyer shall control the Holder of the Warrant Shares subject to the Exercise Noticestrategy for, and oral and written communications (and other content) with any applicable government entity or private party relating to, the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Actduties set forth in Section 6.10.

Antitrust Notification. If (i) The Purchaser shall, as promptly as practicable, and in any event within ten (10) Business Days following the Holder determinesexecution and delivery of this Agreement, file a request for an Advance Ruling Certificate or, in its sole judgment the alternative, a No Action Letter in respect of the Transactions; and, upon the advice request in writing by the Purchaser or the Company, each of counsel, that an exercise of this Warrant the Purchaser and the Company shall file a notification pursuant to the terms hereof would be subject to the provisions section 114(1) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Competition Act of 1976as promptly as practicable, and in any event within ten (10) Business Days following such request by the Purchaser or the Company, as amended the case may be, provided that the Purchaser or the Company, as the case may be, shall not make such request prior to fifteen (the "HSR ACT"), the Company shall, within seven (715) Business Days after receiving notice from filing the Holder of the applicability of the HSR Act, request for an Advance Ruling Certificate. The Purchaser shall file with any other Governmental Body, as promptly as practicable and before the United States Federal Trade Commission (the "FTC") and the United States Department expiration of Justice (the "DOJ") the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (relevant legal deadline, but in no event more later than two ten (210) Business Days) such Days following the execution and delivery of this Agreement, any other filings (including any pre-notification draft), reports, information and documentation as may be required for the Transactions pursuant to any Other Antitrust Regulations. (ii) Each of the Company and the Purchaser shall furnish to each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company shall respond promptly after receiving Competition Act and any inquiries or requests for additional information from the FTC or the DOJ Other Antitrust Regulations, including (and in no event more than three (3A) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's request of keeping each other reasonably informed as to the status of the proceedings related thereto Competition Act Approval, (B) providing each other with advanced copies of and reasonable opportunity to comment on all filings, submissions, notices, information, documentation and material correspondence (including emails) submitted to or filed with any communications withGovernmental Body, (C) incorporating the reasonable suggestions made by the other party and their external legal counsel, and (D) promptly providing to each other copies of all filings, submissions, notices, information, documentation, material correspondence (including emails) and requests received from any inquiries Governmental Body; notwithstanding this obligation, any filings, submissions, notices, information, documentation, material correspondence or requests for additional information fromto be provided pursuant to this Section 7.14(b) that are, in the reasonable view of the providing party, competitively sensitive, may be provided only to the external legal counsel and/or external experts of the other party. (iii) Neither the Purchaser nor the Sellers shall engage in any meetings or material discussions with any Governmental Body in respect of the Competition Act Approval without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the Governmental Body, the FTC opportunity for such other party and/or their external legal counsel to attend and participate. (iv) No party to this Agreement shall extend or consent to any extension of any applicable waiting or review period, or enter into any agreement with a Governmental Body to delay completion of the DOJ. Transaction without obtaining the prior written consent of the other party (such consent not to be unreasonably withheld). (v) The Company Purchaser shall bear be responsible for all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder payable in connection with the preparation filings described in this Section 7.14. (vi) Notwithstanding anything in this Agreement to the contrary, Purchaser shall take, or cause to be taken, all other action and do all other things necessary, proper or advisable to obtain any clearance required under the Competition Act or any Other Antitrust Regulations so as to enable the parties to close the Transactions as promptly as practicable, including proposing, negotiating, agreeing to and effecting, any remedy or undertaking whatsoever that may be necessary in order to obtain any clearance required under the Competition Act or any Other Antitrust Regulations by the Outside Date. Purchaser shall not take, or cause to be taken, any action that could reasonably be expected to increase the risk of such filings and responses hindering or delaying any clearance required under the Competition Act or any Other Antitrust Regulations. Notwithstanding the foregoing, the Purchaser shall not be required to inquiries take any action, or requests. In the event that this SECTION 2.3 is applicable commit to take any action, or agree to any exercise of this Warrantcondition or restriction in connection with obtaining any clearance required under the Competition Act or any Other Antitrust Regulations that would reasonably be expected to have a material adverse impact on either (i) Forum and its Subsidiaries, taken as a whole and without giving effect to the purchase by the Holder consummation of the Warrant Shares subject to Transactions, or (ii) the Exercise NoticeCompany and its Subsidiaries, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Acttaken as a whole.

Antitrust Notification. If (a) The Company and the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, Purchaser shall file with the United States Federal Trade Commission (the "FTC") and or the United States Department of Justice (Justice, as applicable, as promptly as practicable, but in no event later than three Business Days following the "DOJ") execution and delivery of this Agreement, the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act in connection with Act, which forms shall specifically request early termination of the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act. The Company will furnish to Purchaser shall file with any other Governmental Body, as promptly as practicable and before the Holder promptly (expiration of any relevant legal deadline, but in no event more later than two ten Business Days following the execution and delivery of this Agreement, any other filings (2) Business Days) such including any pre-notification draft), reports, information and documentation as may be required for the transactions contemplated hereby pursuant to any Other Antitrust Regulations. Each of the Company and the Purchaser shall furnish to each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR ActAct and any Other Antitrust Regulations. Each of the Purchaser and the Company shall be responsible for fifty percent (50%) of all filing fees and local counsel fees payable in connection with the filings described in the first two sentences of this Section 11.02(a) (the “Filing Fees”). Neither the Purchaser, the Company, nor any of their respective Affiliates shall enter into any agreement with any Governmental Body or extend any waiting period under the HSR Act or any Other Antitrust Regulations without the consent of the other parties hereto (such consents shall not be unreasonably conditioned, delayed, or withheld). (b) The Company shall respond and the Purchaser shall: (i) use their commercially reasonable efforts to promptly after receiving obtain any clearance required under the HSR Act or any Other Antitrust Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep each other apprised of the status of any material communications with, and any material inquiries or requests for additional information from any Governmental Body; and (iii) comply promptly with any such material inquiry or request and supply to any Governmental Body without undue delay any additional information requested; provided that none of the FTC Purchaser, the Blocker Purchaser or any of their Affiliates will be obligated to (and, without Purchaser’s prior written consent, neither the Company nor any of its Subsidiaries will) (x) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Body in connection with the transactions contemplated hereby, to divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), with respect to, any of its, the Company’s, any of the Company’s Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties (or any portion thereof), (y) accept any condition, limitation, obligation, commitment or requirement or take any other action imposed or proposed by any Governmental Body that materially restricts or limits its, the Company’s, any of the Company’s Subsidiaries’ or any of their Affiliates’ freedom of action or operation of their respective businesses at such time or in the future (each of the foregoing actions described in clauses (x) and (y), a “Remedial Action”) or (z) contest, administratively (through the initiation, response or defense of a legal action) or in court, any Order or other action of any Governmental Body respecting the transactions contemplated by this Agreement. If requested by Purchaser, the Company shall, and shall cause any Subsidiary to, agree to or accept any Remedial Action, but only if the effectiveness of such Remedial Action is conditioned upon the Closing. Prior to the Closing, the Purchaser shall not, and shall cause its Affiliates not to, undertake or consummate any transaction that would reasonably be expected to prevent or delay the filings or approvals required under the HSR Act. In addition to the foregoing, subject to the terms and conditions of this Agreement, the Purchaser and the Merger Sub shall not (and shall cause their Affiliates not to) take any action that is intended to or would reasonably be expected to have the effect of preventing, impairing, materially delaying or otherwise adversely affecting (A) the consummation of the Merger, including (w) imposing any delay in the obtaining of, or materially increasing the risk of not obtaining, any authorization, consent, order, declaration or approval of any Governmental Body necessary to consummate the Merger or the DOJ expiration or termination of any applicable waiting period, (and in no event more than three x) increasing the risk of any Governmental Body entering an order prohibiting the consummation of the Merger, (3y) Business Days after receipt increasing the risk of not being able to remove any such order on appeal or otherwise, or (z) delaying or preventing the consummation of the Merger or (B) the ability of such inquiry or request). party to fully perform its obligations to this Agreement (c) The Company shall keep parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the Holder apprised periodically identification and at the Holder's request of the status resolution of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) issues arising under the HSR Act or any Other Antitrust Regulations at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other Applicable Law appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Purchaser shall participate in connection any meeting or material discussion with any Governmental Body with respect to any such filings and all costs and expenses (includingfilings, applications, investigation, or other inquiry without limitationgiving the other party prior notice of the meeting or discussion and, attorneys' fees and expenses) incurred to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either the Purchaser or the Company, shall be limited to outside antitrust counsel only). The Company and the Holder in connection with Purchaser shall each approve the preparation content of such any filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to (as contemplated by Section 11.02(a)) other than any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period initial filing under the HSR Act, material communications, presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission, provided that such materials may be redacted to (A) remove references to commercially or competitively-sensitive information, and (B) address reasonable attorney-client privilege or confidentiality concerns.

Antitrust Notification. If The Company and Acquiror shall as promptly as ---------------------- practicable, but in no event later than 30 Business Days following the Holder determines, in its sole judgment upon the advice of counsel, that an exercise execution and delivery of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAgreement, file with the United States Federal Trade Commission (the "FTC") FTC and the United States Department of Justice (the "DOJ") DOJ the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Each of Acquiror and the Company will shall furnish to the Holder promptly (but in no event more than two (2) Business Days) each other's counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event Acquiror acknowledge that more than three (3) Business Days after receipt one filing may be required under the HSR Act in order to consummate the transactions contemplated by this Agreement, and agree to cooperate and furnish to each other's counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of such inquiry or request). any subsequent filing. i. The Company and Acquiror shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or the DOJrequest. ii. The Company shall bear all filing or other fees required to be paid by Each of the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) Acquiror shall use its reasonable best efforts to obtain any clearance required under the HSR Act for the consummation of the Merger, which efforts, for purposes of this Agreement shall not, except as provided in Section 7.6(d), require Acquiror in order to obtain any consent or clearance from the DOJ or any other Applicable Law Governmental Authority to (i) hold separate, sell or otherwise dispose of any assets, including assets of the Company, the effect of any of which, in connection with such filings and all costs and expenses the reasonable judgment of Acquiror, would be to materially impair the value of the Merger to Acquiror or (including, without limitation, attorneys' fees and expensesii) incurred contest any suit brought or threatened by the Company and FTC or DOJ or attempt to lift or rescind any injunction or restraining order obtained by the Holder FTC or DOJ adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby. iii. For purposes of Section 7.6(c), "reasonable best efforts" shall include entry into a consent decree in connection any action brought by the DOJ or into a consent order with the preparation FTC where such decree or order requires the divestiture of the Designated Assets and of the assets set forth in Section 7.6(d) of the Company Disclosure Letter, if and only if, such filings and responses to inquiries decree or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrantorder does not require, either absolutely or conditionally, the purchase by the Holder divestiture of any other assets or of the Warrant Shares subject stock of any other corporation, or (except for reasonable and customary compliance and other requirements ancillary to the Exercise Noticerequired divestiture) impose any additional requirement or limitation on Acquiror, on its ability to operate its current and the payment by the Holder contemplated businesses, or on its ability to acquire assets or stock in any corporation; and only if such decree or order provides that Acquiror shall have a period of the Warrant Purchase Price, shall be subject at least 12 months to the expiration or earlier termination of the waiting period under the HSR Acteffect such divestiture itself and an additional 12 months to divest pursuant to a reasonable and customary trusteeship provision.

Antitrust Notification. If (a) The Company and the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company Purchaser shall, within no later than seven (7) Business Days after receiving notice from following the Holder execution and delivery of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") Justice, the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act in connection with Act, which forms shall specifically request early termination of the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act, and, as promptly as reasonably practicable and before the expiration of any relevant legal deadline, make with any other Governmental Body, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Regulations. The Each of the Company will and the Purchaser shall coordinate and cooperate in exchanging, and shall furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR ActAct and any Other Antitrust Regulations. The Company Purchaser shall respond promptly after receiving be responsible for all filing fees and shall retain local counsel in any inquiries or requests for additional information from jurisdictions outside the FTC or United States in connection with the DOJ (and filings described in no event more than three (3) Business Days after receipt the first sentence of such inquiry or requestthis Section 10.04(a). The Company shall be responsible for any legal fees that it incurs in connection with the filings described in the first sentence of this Section 10.04(a). (b) The Company and the Purchaser shall: (i) use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information fromfrom any Governmental Body; and (iii) comply promptly with any such inquiry or request and supply to any Governmental Body without undue delay any additional information requested. The Purchaser agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the parties hereto to expeditiously close the transactions contemplated hereby (and for the avoidance of doubt, so as to avoid a second phase review by the relevant Governmental Body) including consenting to any divestiture or other structural or conduct relief in order to obtain clearance from any Governmental Body. The Company, the FTC Purchaser, and their respective Affiliates shall be obligated to contest, administratively or the DOJ. The Company shall bear all filing in court, any ruling, order, or other fees required action of any Governmental Body or any other Person respecting the transactions contemplated by this Agreement. Prior to the Closing, the Purchaser shall not, and shall cause its controlled Affiliates not to enter into, undertake or consummate any transaction by the Purchaser (or its Affiliates) or Merger Sub, that would reasonably be paid expected to prevent or delay beyond the Termination Date the satisfaction of the conditions set forth in Section 4.03(a). Notwithstanding anything in this Agreement to the contrary, the Purchaser and its Affiliates shall not be obligated to consent to any divestiture, sale, license, lease or other disposal, or other structural or conduct relief, with respect to the Purchaser, the Company or any of their respective Affiliates in order to obtain clearance from any Governmental Body, which divestiture, sale, license, lease or other disposal, or other structural or conduct relief, would be reasonably likely to result in a material adverse effect on the Purchaser and its Affiliates, giving effect to the transactions contemplated by this Agreement (measuring “material adverse effect” for such purposes on a scale as if the Purchaser and its Affiliates were the size of the Company and its Subsidiaries without giving effect to the Holder transactions contemplated by this Agreement). (or c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the "ultimate parent entity" identification and resolution of the Holder, if any) any issues arising under the HSR Act and any Other Antitrust Regulations at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Bodies, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Purchaser shall participate in any meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation, or other Applicable Law in connection with such filings and all costs and expenses (includinginquiry without giving the other party prior notice of the meeting or discussion and, without limitation, attorneys' fees and expenses) incurred to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either the Purchaser or the Company, shall be limited to outside antitrust counsel only). The Company and the Holder in connection with Purchaser shall each approve the preparation content of such any filings and responses (as contemplated by Section 10.04(a)), material communications, presentations, white papers or other written materials to inquiries or requests. In the event that this SECTION 2.3 is applicable be submitted to any exercise Governmental Body in advance of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Actany such submission.

Antitrust Notification. If (a) To the Holder determinesextent required, in its sole judgment upon the advice of counseleach Seller and Purchaser (and their respective Affiliates, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976if applicable) will, (i) as amended promptly as practicable and no later than ten (the "HSR ACT"), the Company shall, within seven (710) Business Days after receiving notice from following the Holder date of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”), a Notification and Report Form relating to this Agreement the Transactions pursuant to the HSR Act, and (ii) as promptly as practicable and no later than thirty (30) days following the notification date of this Agreement, file all notifications, filings, registrations, forms and report form submissions, including any draft notifications in jurisdictions requiring pre-notification, as are required by the Antitrust Laws set forth on Schedule 7.1 (a). With respect to Competition Act Approval, as promptly as practicable and any supplemental information required no later than twenty-one (21) days following the date of this Agreement, unless Purchaser and Seller mutually agree that Competition Act Approval is not required, (i) Purchaser shall file with the Commissioner of Competition a submission in support of a request for an ARC or a No Action Letter in respect of the transactions contemplated by this Agreement, and (ii) unless Purchaser and Seller mutually agree that such filings should be made on a different date or should not be made, Purchaser and Seller shall each file or cause to be filed notifications pursuant to paragraph 114(1) of the Competition Act. With respect to CTA Approval, unless Purchaser and Seller mutually agree that CTA Approval is not required, Purchaser will give notice to the Minister of Transport pursuant to Section 53.1 of the CTA. (b) Each Seller and Purchaser shall (and shall cause their respective Affiliates to) (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) make (or cause to be made) an appropriate response to any additional information that may be required or requested by it the FTC, the DOJ or the Governmental Bodies of any other applicable jurisdiction; and (D) take (and cause their Affiliates to take) all action necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act in connection with and any other Antitrust Laws applicable to this Agreement or the exercise of this Warrant. Any such notification Transactions; and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two (2) Business Days) obtain Competition Act Approval and CTA Approval, if required, and obtain any required Consents pursuant to the HSR Act and any other Antitrust Laws applicable to this Agreement or the Transactions, in each case as promptly as reasonably practicable and in any event prior to the Outside Date. If any Party or Affiliate thereof receives any comments or a request for additional information or documentary material from any Governmental Body with respect to the Transactions pursuant to the HSR Act or any other applicable Antitrust Law, then such information Party shall make (or cause to be made), as promptly as practicable and assistance as the Holder may reasonably request in connection after consultation with the preparation of other Party, an appropriate response to such request; provided that neither Party may stay, toll or extend any filing or submission required to be filed by the Holder applicable waiting period under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from , the FTC Competition Act, or the DOJ CTA, pull and refile under the HSR Act, the Competition Act, or the CTA, or enter into any timing agreement or other understanding with any Governmental Body with respect to the HSR Act, the Competition Act, or the CTA, or any other Antitrust Law applicable to the Transactions without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed. Purchaser will be solely responsible for payment of all filing fees payable in connection with such filings. (c) Subject to the immediately following sentence, each Seller and Purchaser will use their reasonable best efforts to as promptly as practicable (and in no any event more than three (3prior to the Outside Date) Business Days after receipt of such inquiry obtain any clearances, Consents, approvals, waivers, actions, waiting period expirations or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status of any communications withterminations, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing non-actions or other fees authorizations required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Antitrust Law for the consummation of this Agreement and the Transactions. In furtherance and not in connection with such filings limitation of the other covenants in this Section 6.4, and notwithstanding anything else in this Agreement, Purchaser will take, and will cause its Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Body or any other Person as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.1(a) prior to the Outside Date and allow the consummation of this Agreement and the Transactions as soon as practicable and, in any event, prior to the Outside Date, including offering, negotiating, committing to and effecting, by Xxxxxxx decree, hold separate order or otherwise, (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries; and (iv) any other restrictions on the activities of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries, including the freedom of action of Purchaser, its Subsidiaries or Affiliates, or the Seller and its Subsidiaries with respect to, or their ability to retain, any of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement. Purchaser shall oppose any request for, the entry of, and seek to have vacated or terminated, any Order, judgment, decree, injunction or ruling of any Governmental Body that could restrain, prevent or delay any required Consents applicable to the Transactions, including by defending through litigation, any Action asserted by any Person in any court or before any Governmental Body and by exhausting all avenues of appeal, including appealing properly any adverse decision or Order by any Governmental Body, it being understood that the costs and expenses of all such actions shall be borne by Purchaser. Notwithstanding the foregoing, nothing in this Agreement shall require the Seller or any of its Subsidiaries or Affiliates to take or agree to take any action that is unrelated to Transactions or is not conditioned on the Closing as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.1(a) prior to the Outside Date, in each case, so as to allow the consummation of this Agreement and the Transactions as soon as practicable and, in any event, prior to the Outside Date. (includingd) None of Sellers or Purchaser will participate in any meeting or discussion with any Governmental Body with respect of any filings, applications, investigation or other inquiry relating to the Transactions without limitationgiving the other Party reasonable prior notice of the meeting or discussion and, attorneys' fees and expenses) incurred to the extent permitted by the Company relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion, unless prohibited by such Governmental Body. Sellers will have the Holder in connection with right to review and approve the preparation content of such filings any draft notifications, formal notifications, filing, submission or other written communication (and responses any analyses, memoranda, presentations, white papers, correspondence or other written materials submitted therewith) to inquiries or requests. In the event that this SECTION 2.3 is applicable be submitted to any exercise Governmental Body in advance of any such submission. Each Party acknowledges that, with respect to any non-public information provided by a Party to the other under this WarrantSection 6.4, the purchase by the Holder each Party may (1) designate such material as restricted to “outside counsel only” and any such material shall not be shared with employees, officers or directors or their equivalents of the Warrant Shares subject receiving Party without approval of the disclosing Party and (2) redact such materials as necessary to satisfy contractual confidentiality obligations, preserve attorney-client privilege or protect material relating to the Exercise Noticevaluation of the Acquired Assets. (e) Purchaser will not, and the payment by the Holder will not permit any member of the Warrant Purchase PricePurchaser Group or their respective Affiliates to, shall directly or indirectly take any action or agree to take any action (including but limited to acquiring or agreeing to acquire any assets or businesses) that would be subject reasonably likely to materially delay or prevent the expiration or earlier termination receipt of the any required clearances, Consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR ActAct or other Antitrust Law or increase the risk of any Governmental Body entering an Order preventing, delaying or prohibiting the consummation of the Transactions or delay the consummation of the Transactions.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise the conversion of this Warrant all or any portion of the Principal Amount or Accrued Interest pursuant to the terms hereof would be subject to the provisions of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shall, within seven (7) Business Days shall file as soon as practicable after receiving the date on which the Company receives notice from the Holder of the applicability of the HSR Act, Act and a request to so file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with such conversion (and in any event the exercise of this WarrantCompany shall make such filing no later than seven (7) Business Days after the date on which the Holder filed with the FTC and DOJ the notification and report form required to be filed by the Holder pursuant to the HSR Act in connection with such conversion). Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder and the Holder shall furnish to the Company promptly (but in no event more than two five (25) Business DaysDays after receipt of a reasonable request therefore) such information and assistance as the Holder other party may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder or the Company under the HSR Act. The Company and the Holder shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request)during the HSR waiting period. The Company Each party shall keep the Holder other apprised periodically and at the Holder's other party’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company Holder shall bear all filing or other fees required to be paid by the Company and the Holder (or the "“ultimate parent entity" ” of the Holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 paragraph 3H(2) is applicable to any exercise conversion of this Warrantall or any portion of the Principal Amount or Accrued Interest, the purchase acquisition by the Holder of the Warrant Note Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, such conversion shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with Conversion Date being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If (a) Sellers and Acquiror shall file on November 9, 1998 with (i) the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "FTC") FTC and the United States Department of Justice (the "DOJ") , the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act in connection with and (ii) any other applicable Governmental Authority all filings, reports, information and documentation required for the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements consummation of the HSR Acttransactions contemplated hereby pursuant to Other Antitrust Regulations. The Company will Each of Sellers and Acquiror shall furnish to the Holder promptly (but in no event more than two (2) Business Days) each other's counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company Act and Other Antitrust Regulations. (b) Each of Sellers and Acquiror shall respond promptly after receiving use its best efforts to obtain any inquiries or requests clearance required under the HSR Act and Other Antitrust Regulations for additional information from the FTC or consummation of the DOJ (transactions contemplated by this Agreement and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and other Governmental Authorities and shall comply promptly with any such inquiry or request. (c) Each of Sellers and Acquiror shall use its best efforts to take any action reasonably necessary to vigorously defend, lift, mitigate and rescind the effect of any litigation or administrative proceeding adversely affecting this Agreement or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holdertransactions contemplated hereby, if any) under the HSR Act or any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expensespromptly appealing any adverse court or administrative order or injunction. (d) incurred Notwithstanding anything to the contrary in this Section 5.4, Acquiror shall not be required to consent to any material limitations on its ownership or operation (or that of any of its Affiliates) of all or a material portion of Acquiror's business or assets or the businesses or assets of the PEPL Companies, taken as a whole, or compel the Acquiror, its Affiliates or the PEPL Companies to dispose of or hold separate any material portion of the business or assets of the Acquiror or the PEPL Companies taken as a whole. For the purposes of this Section 5.4(d), the determination of materiality shall be made by the Company and the Holder Board of Directors of Acquiror in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Actits reasonable judgment.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise the conversion of this Warrant all or any portion of the Principal Amount or Accrued Interest pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shall, within seven (7) Business Days shall file as soon as practicable after receiving the date on which the Company receives notice from the Holder of the applicability of the HSR Act, Act and a request to so file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with such conversion (and in any event the exercise of this WarrantCompany shall make such filing no later than seven (7) Business Days after the date on which the Holder filed with the FTC and DOJ the notification and report form required to be filed by the Holder pursuant to the HSR Act in connection with such conversion). Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder and the Holder shall furnish to the Company promptly (but in no event more than two five (25) Business DaysDays after receipt of a reasonable request therefore) such information and assistance as the Holder other party may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder or the Company under the HSR Act. The Company and the Holder shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request)during the HSR waiting period. The Company Each party shall keep the Holder other apprised periodically and at the Holder's other party’s request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company Holder shall bear all filing or other fees required to be paid by the Company and the Holder (or the "“ultimate parent entity" ” of the Holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 paragraph 3J(2) is applicable to any exercise conversion of this Warrantall or any portion of the Principal Amount or Accrued Interest, the purchase acquisition by the Holder of the Warrant Note Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, such conversion shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the Principal Conversion Date or the Accrued Interest Conversion Date being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder determines(a) Sellers and Purchaser will (and will cause their respective Affiliates, in its sole judgment upon the advice of counselif applicable, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976to), as amended (the "HSR ACT"), the Company shall, within seven (7) promptly as possible and no later than ten Business Days after receiving notice from following the Holder of the applicability of the HSR Actdate hereof, (i) file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ") ”), the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with for the exercise Transactions, which form will request early termination of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act, and (ii) make all notifications, filings, registrations or other materials required or necessary under the Foreign Competition Laws and state transaction notification Laws set forth on Schedule 7.1; provided that, in the event that the FTC, DOJ, or any other Governmental Body is closed or not otherwise accepting such filings as required under this Section 6.5(a) (a “Government Closure”), then, the periods provided for under this Section 6.5(a) shall be automatically extended day-for-day, for each Business Day the Government Closure is in effect. The Company will Each Seller and Purchaser shall (and shall cause their respective Affiliates to) furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act, such Foreign Competition Laws, or such state transaction notification Laws, and will use their reasonable best efforts to respond to any requests made for any supplemental information by any Governmental Body as promptly as possible. The Company Sellers and Purchaser shall respond not extend any waiting period or enter into any agreement or understanding with any Governmental Body without the prior written consent of the other; provided that such consent shall not be unreasonably withheld, conditioned, or delayed; provided further that to the extent determined by Sellers in good faith to be appropriate to obtain the expiration or termination of the waiting period under the HSR Act and to resolve any objections asserted by any Governmental Body with respect to the Transactions as expeditiously as possible and, in any event, prior to the Outside Date, Purchaser will (and will cause its respective Affiliates, if applicable, to) “pull and refile” pursuant to 16 C.F.R. 803.12 any filing made under the HSR Act up to three times. Purchaser will be solely responsible for payment of: (A) the first filing fee payable pursuant to the HSR Act, (B) 50% of any second filing fee required to be paid under the HSR Act in the event that Purchaser (or its respective Affiliate, if applicable) “pulls and refiles” pursuant to 16 C.F.R. 803.12 its filing made under the HSR Act, and (C) all other filing fees payable in connection with any other filings subject to this Section 6.5. For the avoidance of doubt, Sellers shall be responsible for payment of 50% of any second filing fee required to be paid under the HSR Act in the event that Purchaser (or its respective Affiliate, if applicable) “pulls and refiles” pursuant to 16 C.F.R. 803.12 its filing made under the HSR Act. (b) Subject to the immediately following sentence, Sellers and Purchaser will use their reasonable best efforts to as promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ as possible (and in no any event more than three (3prior to the Outside Date) Business Days after receipt obtain any clearances, Consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations required under the HSR Act, such Foreign Competition Laws, or such state transaction notification Laws for the consummation of such inquiry or request). The Company shall this Agreement and the Transactions and will keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. Notwithstanding the FTC foregoing, Purchaser will not be required, and will not be required to cause its Affiliates, to (i) oppose any motion or action for a temporary, preliminary or permanent Order against, or preventing or delaying, the DOJ. The Company shall bear all filing consummation of the Transactions, or exhaust any avenues of appeal, including appealing properly any adverse decision or Order by any Governmental Body, (ii) enter into a consent decree, consent agreement, settlement or other fees agreement or arrangement (including any customary ancillary agreements) containing an agreement to hold separate, license, sell, transfer, dispose or divest (pursuant to such terms as may be required by any Governmental Body) such assets (whether tangible or intangible), rights, properties, products or businesses of Purchaser and its Affiliates (including, after the Closing, the Acquired Assets), (iii) agree to the termination, modification, or assignment of existing relationships, joint ventures, Contracts or obligations of Purchaser and its Affiliates or (iv) agree to any limitations on conduct or actions of members of Purchaser and its Affiliates after the Closing that may be paid by the Company and the Holder (or the "ultimate parent entity" required in order to obtain satisfaction of the Holderconditions to the Closing set forth in Section 7.1(a) prior to the Outside Date, if anyin each case. (c) The Parties commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite obtaining any clearances, Consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act Act, Foreign Competition Laws, or state transaction notification Laws at the earliest practicable dates and, in any event, prior to the Outside Date. Such reasonable best efforts and cooperation shall include each Party and its respective counsel undertaking to (i) promptly notify the other Applicable Law Party or its counsel of, and, if in connection writing, furnish such other Party or its counsel with copies of (or, in the case of oral communications, advise such filings and all costs and expenses (includingother Party or its counsel of the contents of), without limitation, attorneys' fees and expenses) incurred any communication received by the Company and the Holder such Person from a Governmental Body in connection with the preparation filings made pursuant to this Section 6.5, (ii) keep the other Party or its counsel informed with respect to the status of such any applicable submissions and filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of Governmental Body in connection with this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, Agreement and the payment by Transactions and any developments, meetings or discussions with any Governmental Body in respect thereof, including with respect to (A) the Holder receipt of the Warrant Purchase Priceany non-action, shall be subject to action, clearance, Consent, approval, waiver, or other authorizations, (B) the expiration or earlier termination of any waiting period, (C) the waiting period commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial Action or proceeding under applicable Laws, including any proceeding initiated by a private party, and (D) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Body with respect to this Agreement and the Transactions, and (iii) allow the other Party, to the extent practicable, to review and, consult with one another on and consider in good faith the views of the other with respect to any written communication to any Governmental Body relating to any inquiry, investigation, or proceeding involving the Transactions relating to that the other Party that appears in any filing made with or written materials submitted to, any Governmental Body in connection with any inquiry, investigation, or proceeding relating to the Transactions. Neither Sellers nor Purchaser will participate in any material meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation or other inquiry relating to the Transactions without giving the other Party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion, unless prohibited by such Governmental Body. To the extent practicable, each Party will have the right to review the content of any draft notifications, filings, submissions or other written communications to be submitted to any Governmental Body by the other Party in advance of such submissions; provided that, in the event of any conflict or disagreement between Sellers and Purchaser in connection with any state transaction notification Laws, Purchaser shall have the right to direct the matter that is the subject of any such conflict or disagreement after, to the extent reasonably practicable under the HSR Actcircumstances, considering in good faith comments and advice of Xxxxxxx (and their counsel) and subject to each Party’s obligation hereunder to use its reasonable best efforts with respect thereto. Each Party acknowledges that, with respect to any non-public information provided by a Party to the other under this Section 6.5, each Party may (1) designate such material as restricted to “outside counsel only” and any such material shall not be shared with employees, officers or directors or their equivalents of the receiving Party without approval of the disclosing Party and (2) make appropriately limited redactions necessary to satisfy contractual confidentiality obligations, preserve attorney-client privilege or protect material relating to the valuation of the Acquired Assets.

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), the Company shallshall file, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAct and a request to so file, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than two five (25) Business Daysbusiness days) such information and assistance as the Holder such holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days business days after receipt of such inquiry or request). The Company shall keep the Holder such holder apprised periodically and at the Holdersuch holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Company in connection with the preparation of such filings and responses to inquiries or requests. The Company shall also bear 50% of all filing or other fees required to be paid by the Holder (or the “ultimate parent entity” of the Holder, if any) under the HSR Act or any other applicable law in connection with such filings and 50% of all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Holder in connection with the preparation of such filings and responses to inquiries or requests, and the Holder shall bear the remaining 50% of such fees, costs and expenses. In the event that this SECTION 2.3 Section 6.4 is applicable to any exercise of this Warrant, the purchase by issuance to the Holder of the applicable Warrant Shares subject to the Exercise NoticeStock Shares, and the payment by the Holder of the Warrant Purchase PricePrice therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the Exercise Date being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976(a) The Company and Buyer will, as amended promptly as practicable and no later than ten (the "HSR ACT"), the Company shall, within seven (710) Business Days after receiving notice from following the Holder date of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ") the ”), any notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with for the exercise Transactions, which form will specifically request early termination of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of waiting period prescribed by the HSR Act. The Each of the Company and Buyer will furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required that is necessary under the HSR Act and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable. Seller, the Company and Buyer will use all reasonable best efforts to comply as promptly as reasonably practicable with any requests made for any additional information in connection with such filings. Subject to Section 11.05, Buyer will be filed by responsible for the Holder filing fees payable in connection with the filings that are necessary under the HSR Act. The . (b) Seller, the Company shall respond and Buyer will use their reasonable best efforts to promptly after receiving obtain any inquiries or requests HSR Approval for additional information from the FTC or consummation of the DOJ (Transactions and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall will keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. Reasonable best efforts, for purposes of this Section 10.03, shall not require Buyer to agree to or proffer to sell, divest, lease, license, transfer, dispose of or otherwise encumber or impair Buyer’s ability to own or operate any assets or properties of Buyer (including for the FTC or the DOJ. The Company shall bear all filing avoidance of doubt, any equity or other fees required to be paid by interests in the Company) or any assets or properties of the Company and or any of its Subsidiaries if such action would require the Holder divestiture, lease, license, transfer, disposition, encumbrance or impairment, or holding separate (or any other remedy), or otherwise materially changing the "ultimate parent entity" operations, of or with respect to any assets of Buyer, the HolderCompany or any of their Subsidiaries representing, if anyin the aggregate, more than $20,000,000 of annual revenue (including both trade and intracompany sales) generated between October 1, 2017 and September 30, 2018 or representing any material Intellectual Property of Buyer, the Company or any of their respective Subsidiaries. (c) The parties commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. None of Seller, the Company or Buyer will participate in any meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of Seller, Buyer or the Company, will be limited to outside antitrust counsel only). Buyer, the Company, and Seller will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. (d) Except as specifically required by this Agreement, Buyer will not take any action, or refrain from taking any action, the effect of which would be to delay or impede the ability of the parties to consummate the Transactions. Without limiting the generality of the foregoing, Buyer will not, and will not permit any member of the Buyer Group or their respective Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other Applicable Law manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive Contract relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in connection with such filings and all costs and expenses (includingthe obtaining of, without limitationor increase the risk of not obtaining, attorneys' fees and expenses) incurred by any permits, orders or other approvals of any Governmental Body necessary to consummate the Company and the Holder in connection with the preparation of such filings and responses to inquiries Transactions or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of any applicable waiting period, (ii) increase the waiting period under risk of any Governmental Body entering an order prohibiting the HSR Actconsummation of the Transactions or (iii) delay the consummation of the Transactions.

Antitrust Notification. If (a) The Company and Acquiror shall as promptly as practicable, but in no event later than 30 Business Days following the Holder determines, in its sole judgment upon the advice of counsel, that an exercise execution and delivery of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAgreement, file with the United States Federal Trade Commission (the "FTC") FTC and the United States Department of Justice (the "DOJ") DOJ the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it requested in connection therewith pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Each of Acquiror and the Company will shall furnish to the Holder promptly (but in no event more than two (2) Business Days) each other's counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event Acquiror acknowledge that more than three one filing may be required under the HSR Act in order to consummate the transactions contemplated by this Agreement, and agree to cooperate and furnish to each other's counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any subsequent filing. (3b) Business Days after receipt of such inquiry or request). The Company and Acquiror shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or the DOJ. The Company shall bear all filing or other fees required to be paid by request. (c) Each of the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) Acquiror shall use its reasonable best efforts to obtain any clearance required under the HSR Act for the consummation of the Merger, which efforts, for purposes of this Agreement shall not, except as provided in Section 7.6(d), require Acquiror in order to obtain any consent or clearance from the DOJ or any other Applicable Law Governmental Authority to (i) hold separate, sell or otherwise dispose of any assets, including assets of the Company, the effect of any of which, in connection with such filings and all costs and expenses the reasonable judgment of Acquiror, would be to materially impair the value of the Merger to Acquiror or (including, without limitation, attorneys' fees and expensesii) incurred contest any suit brought or threatened by the Company and FTC or DOJ or attempt to lift or rescind any injunction or restraining order obtained by the Holder FTC or DOJ adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby. (d) For purposes of Section 7.6(c), "reasonable best efforts" shall include entry into a consent decree in connection any action brought by the DOJ or into a consent order with the preparation FTC where such decree or order requires the divestiture of the Designated Assets and of the assets set forth in Section 7.6(d) of the Company Disclosure Letter, if and only if, such filings and responses to inquiries decree or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrantorder does not require, either absolutely or conditionally, the purchase by the Holder divestiture of any other assets or of the Warrant Shares subject stock of any other corporation, or (except for reasonable and customary compliance and other requirements ancillary to the Exercise Noticerequired divestiture) impose any additional requirement or limitation on Acquiror, on its ability to operate its current and the payment by the Holder contemplated businesses, or on its ability to acquire assets or stock in any corporation; and only if such decree or order provides that Acquiror shall have a period of the Warrant Purchase Price, shall be subject at least 12 months to the expiration or earlier termination of the waiting period under the HSR Acteffect such divestiture itself and an additional 12 months to divest pursuant to a reasonable and customary trusteeship provision.

Antitrust Notification. If (a) The Company and the Holder determinesBuyer Parties will, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, (i) as amended promptly as practicable and no later than five (the "HSR ACT"), the Company shall, within seven (75) Business Days after receiving notice from following the Holder date of the applicability of the HSR Actthis Agreement, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ") the ”), any notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with for the exercise of this Warrant. Any such notification and report Transactions, which form and supplemental information will be in full compliance with the requirements specifically request early termination of the waiting period prescribed by the HSR ActAct (provided that, in the event the FTC and/or the DOJ are closed or not otherwise accepting such filings under the HSR Act (a “Government Closure”), such five (5) Business Day period shall be extended day-for-day, for each Business Day a Government Closure is in effect); and (ii) as promptly as practicable file any filing notification form required pursuant to any other Antitrust Law. The Each of the Company and the Buyer Parties will furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company shall Act or any other Antitrust Law and will respond promptly after receiving to any inquiries or requests request for additional supplemental information from any Governmental Body as promptly as reasonably practicable. Buyer and the FTC or Company will split equally all filing fees payable in connection with any filings related to Antitrust Laws (the DOJ “HSR Fees”). (b) Subject to the last sentence of this Section 9.03(b), the Company and in no event more than three (3) Business Days after receipt the Buyer Parties will use their reasonable best efforts to promptly obtain any HSR Approval and any other approval required under any other Antitrust Laws for the consummation of such inquiry or request). The Company shall the Transactions and will keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will respond promptly to any such inquiry or request. Neither the FTC or Buyer Parties nor the DOJ. The Company shall bear all filing commit to or other fees required agree with any Governmental Body to be paid by the Company and the Holder (stay, toll or the "ultimate parent entity" of the Holder, if any) extend any applicable waiting period under the HSR Act or to otherwise delay consummation of the Transactions, without the prior written consent of the other Party. The Buyer Parties will take, and will cause their Affiliates to take, commercially reasonably steps to avoid or eliminate each impediment under any Law that is asserted by any Governmental Body or any other Applicable Person so as to enable the Parties to close the Transactions as expeditiously as possible, and in any event before the End Date. (c) The Parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under any Antitrust Law at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Buyer Parties will participate in connection any meeting or discussion with any Governmental Body with respect of any such filings and all costs and expenses (includingfilings, applications, investigation or other inquiry without limitationgiving the other Party prior notice of the meeting or discussion and, attorneys' fees and expenses) incurred to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Buyer or the Company, will be limited to outside antitrust counsel only). The Company will have the right to review (subject to appropriate redactions for confidentiality and attorney‑client privilege concerns) and comment on the Holder in connection with the preparation content of such filings and responses any presentations, white papers or other written materials to inquiries or requests. In the event that this SECTION 2.3 is applicable be submitted to any exercise Governmental Body in advance of any such submission. (d) Except as specifically required by this WarrantAgreement, the purchase by Parties will not take any action, or refrain from taking any action, the Holder effect of which would be to materially delay or impede the ability of the Warrant Shares subject Parties to consummate the Exercise NoticeTransactions. Without limiting the generality of the foregoing, the Buyer Parties will not, and the payment by the Holder will not permit any member of the Warrant Purchase PriceBuyer Group or their respective Affiliates to, shall acquire or agree to acquire (by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be subject expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any permits, orders or other approvals of any Governmental Body necessary to consummate the Transactions or the expiration or earlier termination of any applicable waiting period, (ii) materially increase the waiting period under risk of any Governmental Body entering an order prohibiting the HSR Actconsummation of the Transactions or (iii) materially delay the consummation of the Transactions.

Antitrust Notification. If the Holder holder of this Warrant determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be A/75465809.2 subject to the provisions of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), the Company shallshall file, within seven (7) Business Days business days after receiving notice from the Holder such holder of the applicability of the HSR ActAct and a request to so file, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will furnish to the Holder such holder promptly (but in no event more than two five (25) Business Daysbusiness days) such information and assistance as the Holder such holder may reasonably request in connection with the preparation of any filing or submission required to be filed by the Holder such holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days business days after receipt of such inquiry or request). The Company shall keep the Holder such holder apprised periodically and at the Holdersuch holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder such holder (or the "ultimate parent entity" of the Holdersuch holder, if any) under the HSR Act or any other Applicable Law applicable law in connection with such filings and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Company and the Holder such holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 Section 2.4 is applicable to any exercise of this Warrant, the purchase by the Holder such holder of the Warrant Exercise Shares subject to the Exercise Noticesuch exercise, and the payment by the Holder such holder of the Warrant Purchase PriceExercise Price therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAct (with the exercise date of this Warrant being deemed to be the date immediately following the date of such expiration or early termination).

Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976(a) The Company and Purchaser will, as amended promptly as practicable and no later than ten (the "HSR ACT"), the Company shall, within seven (710) Business Days after receiving notice from following the Holder of the applicability of the HSR Actdate hereof, (i) file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") Justice, the notification and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with for the exercise of transactions contemplated by this Warrant. Any such notification and report Agreement, which form and supplemental information will be in full compliance with the requirements specifically request early termination of the waiting period prescribed by the HSR ActAct and (ii) make all notifications, filings, registrations or other materials required or necessary under the Foreign Competition Laws set forth on Schedule 6.5(a). The Each of the Company and Purchaser will (and shall cause their respective Affiliates to) furnish to the Holder promptly (but in no event more than two (2) Business Days) each other’s counsel such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR ActAct or such Foreign Competition Laws and will provide any supplemental information requested by any Governmental Body as promptly as practicable. The Company shall respond Purchaser and Sellers will use reasonable best efforts to comply as promptly after receiving as practicable with any inquiries or requests made for any additional information from in connection with such filings. Whether or not the FTC transactions contemplated by this Agreement are consummated, Sellers will be responsible for all filing fees payable in connection with such filings. (b) Subject to the immediately following sentence, the Company and Purchaser will use their reasonable best efforts to promptly obtain any clearance required, or any clearance that is otherwise advisable, under the DOJ (HSR Act or such Foreign Competition Laws for the consummation of this Agreement and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall the transactions contemplated hereby and will keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. Purchaser will take, and will cause its Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the FTC Parties to expeditiously close the transactions contemplated by this Agreement, including (i) opposing any motion or action for a temporary, preliminary or permanent injunction or Order against or preventing or delaying the DOJ. The Company shall bear all filing consummation of the transactions contemplated by this Agreement, (ii) entering into a consent decree, consent agreement or other fees agreement or arrangement containing Purchaser’s agreement to hold separate, license, sell or divest (pursuant to such terms as may be required by any Governmental Body) such assets or businesses of Purchaser and its Affiliates after the Closing (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such assets or businesses), and (iii) agreeing to such limitations on conduct or actions of members of Purchaser and its Affiliates after the Closing as may be paid by the Company and the Holder (or the "ultimate parent entity" required in order to obtain satisfaction of the Holder, if anyclosing conditions set forth in Section 7.1(a) prior to the Outside Date. (c) The Parties commit to instruct their respective counsel to cooperate with each other in good faith and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act or any such Foreign Competition Laws at the earliest practicable dates. Such efforts and cooperation shall include counsel’s undertaking (i) to keep each other Applicable Law in connection appropriately informed of communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding communications with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company Governmental Bodies and the Holder content of any such communications, including any analyses, clearances, memoranda, briefs, arguments, opinions, proposals or presentations made or submitted by or on behalf of any Party in connection with the preparation identification and resolution of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period issues arising under the HSR Act, other U.S. Antitrust Laws, or such Foreign Competition Laws. Neither the Company nor Purchaser will participate in any meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation or other inquiry without giving the other Party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Purchaser or the Company, will be limited to outside antitrust counsel only). Each Party will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission.

Antitrust Notification. If Each of the Holder determinesCompany and Buyer (or its ultimate parent) will as promptly as practicable, but in its sole judgment upon no event later than seven days following the advice of counsel, that an exercise execution and delivery of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAgreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it in connection therewith pursuant to the HSR Act in connection with the exercise of this Warrant. Any Act. (i) Each party hereto represents and warrants that such notification and report form and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in full substantial compliance with the requirements of the HSR Act and shall request early termination of the thirty day notification period provided for under the HSR Act. The . (ii) Each of Buyer and the Company will shall, at their own expense, furnish to the Holder promptly (but in no event more than two (2) Business Days) other such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company Buyer shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall use their reasonable best efforts to comply promptly with any such inquiry or request. Neither the Company nor the Buyer will independently participate in any meeting with any governmental authority in respect of any findings or inquiry without giving the other prior notice of the meeting unless prohibited by the governmental authority and, unless prohibited by the governmental authority, the opportunity to attend and/or participate. The Company shall bear all filing and Buyer will consult and cooperate with one another in connection with any information or other fees required proposals submitted in connection with proceedings under or relating to be paid by the HSR Act. (iii) Each of the Company and Buyer will use its reasonable best efforts to cause the Holder (expiration or the "ultimate parent entity" early termination of the Holder, if any) waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and shall use its reasonable best efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to Buyer. (iv) Nothing stated in this Agreement shall require Buyer to agree to, or permit the Company to agree to, the divestiture of any assets of Buyer or any of the Assets or take or agree to take any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries action or requests. In the event that this SECTION 2.3 is applicable agree to any exercise limitation or restriction (other than a divestiture, action, limitation or restriction that the Board of this WarrantDirectors of Buyer reasonably determines in good faith, after considering the purchase by the Holder advice of the Warrant Shares subject its management and legal and financial advisors, to be on commercially reasonable terms and to be not material to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject Business or to the expiration or earlier Buyer) to obtain termination of the waiting period under the HSR Act.

Antitrust Notification. If (a) Unless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer and Seller shall, as promptly as practicable after the Holder determinesEffective Date, in its sole judgment upon but no later than the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions end of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended tenth (the "HSR ACT"), the Company shall, within seven (710th) Business Days after receiving notice from Day following the Holder of the applicability of the HSR ActEffective Date, (i) file with the United States Federal Trade Commission (the "“FTC"”) and the United States Antitrust Division of the Department of Justice (the "“DOJ"”) the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall include any supplemental information required to be filed by it requested in connection therewith, pursuant to the HSR Act Act, and (ii) make such other filings as are necessary or advisable in connection other jurisdictions in order to comply with the exercise of this Warrantall applicable Legal Requirements relating to competition, merger control or antitrust and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information will shall be in full substantial compliance with the requirements of the HSR ActAct or such other applicable Legal Requirement. The Company will Parties shall work together and shall furnish to the Holder promptly (but in no event more than two (2) Business Days) one another such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder which is necessary under the HSR ActAct or such other applicable Legal Requirement. The Company Parties shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (A) cooperate with one another and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder one another apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC FTC, the DOJ or any other applicable Governmental Entity, (B) comply promptly with any such reasonable inquiry or request, (C) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat, and (D) with the exception of business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), and subject to any other applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, furnish the other Party or the DOJother Party’s outside counsel with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. The Company In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transaction contemplated by this Agreement, shall bear include representatives of both Parties. In this connection and subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transaction contemplated by this Agreement, including the Asset Purchase, by or on behalf of any Party. Buyer shall pay all filing or fees and other fees charges for the filing under the HSR Act by both Parties. (b) From and after the date on which the filings are made pursuant to Section 5.5(a), Buyer and Seller shall use reasonable best efforts to obtain any clearance required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) under the HSR Act or any such other Applicable Law in connection with such filings applicable Legal Requirement for the purchase and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by sale of the Company Purchased Assets and the Holder in connection with other transactions contemplated hereby (any such clearance, an “Antitrust Approval”), including replying at the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable earliest practicable date to any exercise of this Warrant, requests for information received from the purchase by the Holder of the Warrant Shares subject FTC or DOJ pursuant to the Exercise Notice, HSR Act and the payment by the Holder of the Warrant Purchase Price, shall be subject to the making any permitted request for early expiration or earlier termination of the applicable waiting period periods under the HSR ActAct as soon as possible. For purposes of this Section 5.5(b) and of Section 5.5(a), and notwithstanding the foregoing, Buyer shall not under any circumstances be required to agree to (i) any prohibition, limitation or any condition on the ability of Buyer or any of its Affiliates to acquire or hold, or exercise full rights of ownership or use of, the Purchased Assets, including the use of the Purchased Assets to obtain Priority Review of a product candidate of Buyer or any other benefit associated with the Purchased Assets, (ii) any requirement to dispose of or hold separate any portion of the business or assets of Buyer or its Affiliates, in each case as a result of the purchase and sale of the Purchased Assets or any of the other transactions contemplated by this Agreement, or (iii) any material modification or waiver of the terms and conditions of this Agreement. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Seller to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing Contracts) or (B) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. If Subject to Section 10.2(b) hereof, Buyer and Seller shall use their respective reasonable best efforts to obtain all authorizations or waivers required under the Holder determinesHSR Act to consummate the transactions contemplated hereby and by the Ancillary Agreements, in its sole judgment upon including (a) making all Filings with the advice Department of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended Justice (the "HSR ACT"), the Company shall, within seven (7“DOJ”) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States or Federal Trade Commission (the "FTC"“Agencies”) and the United States Department of Justice required in connection therewith (the "DOJ"initial filing to occur no later than fifteen (15) Business Days following the notification execution and report form delivery of this Agreement), (b) responding as promptly as practicable to all inquiries received from the Agencies for additional information or documentation, and (c) resolving any supplemental information required to objections that may be filed asserted by it pursuant any Governmental Entity with respect to the HSR Act transactions contemplated by this Agreement in connection with the exercise any Filings made in accordance with this Section 5.5. Each of this Warrant. Any such notification Buyer and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will Seller shall furnish to the Holder promptly (but in no event more than two (2) Business Days) other such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder submission, which is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (Seller and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company Buyer shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC Agencies. Notwithstanding anything to the contrary in this Agreement, Buyer and Seller will use their respective reasonable best efforts to offer to take, or the DOJ. The Company shall bear all filing or other fees required cause to be paid taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Company this Agreement and the Holder (or the "ultimate parent entity" of the HolderAncillary Agreements by taking all such further action as reasonably may be necessary to resolve such objections, if any) , as the Agencies or state antitrust enforcement authorities or any other Person may assert under the HSR Act with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any other Applicable Law in connection that may be asserted by any Governmental Entity with such filings and all costs and expenses (respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as expeditiously possible, including, without limitation, attorneys' fees (i) proposing, negotiating, committing to and expenses) incurred effecting, by consent decree, hold separate order or otherwise, the Company and the Holder in connection with the preparation sale, divestiture or disposition of such filings and responses to inquiries assets or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder businesses of the Warrant Shares subject to the Exercise NoticeDivision or of Buyer or any of its Subsidiaries, and (ii) otherwise taking or committing to take actions that after the payment by Closing Date would limit the Holder freedom of the Warrant Purchase PriceDivision or of Buyer or any of its Subsidiaries with respect to, or its ability to retain, one or more of their respective businesses or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing, provided, however, that nothing in this Section 5.5 shall require or be subject construed to require any of Buyer or any of its Subsidiaries to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree, except for those [Washington DC #361873 v9] 34 that would not, individually or in the expiration or earlier termination of aggregate, reasonably be expected to be materially adverse to Buyer and its Subsidiaries, taken as a whole (assuming, for this purpose, that the waiting period under the HSR Acttransactions contemplated hereby have already been consummated).

Antitrust Notification. If the Holder determines7.7.1. Each party shall, in its sole judgment upon cooperation with the advice of counselother parties: (a) file or cause to be filed, that an exercise of this Warrant pursuant to (i) no later than the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended fifth (the "HSR ACT"), the Company shall, within seven (75th) Business Days after receiving notice from Day following the Holder of the applicability of the HSR Actdate hereof, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information reports or notifications that may be required to be filed prior to the Closing by it pursuant to such party under the HSR Act in connection (with the exercise FTC and the Antitrust Division) and under any Legal Requirements of this Warrant. Any such notification any foreign Governmental Entity having jurisdiction over antitrust or competition matters; and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will (b) furnish to the Holder promptly (but in no event more than two (2) Business Days) other parties all such information and assistance in its possession as may be necessary for the Holder may reasonably request in connection with completion of the preparation of any filing reports or submission required notifications to be filed by such other parties as described in clauses (i) and (ii) above. The parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to cause the Holder expiration or termination of the applicable waiting periods under the HSR Act. The Company shall respond promptly after receiving Act and to obtain all other Governmental Approvals pursuant to any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company shall keep the Holder apprised periodically and at the Holder's request of the status other Legal Requirements of any communications withforeign Governmental Entity having jurisdiction over antitrust or competition matters as soon as practicable, and avoid extension of any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (or the "ultimate parent entity" of the Holder, if any) waiting period under the HSR Act or any other Applicable Law in connection similar Legal Requirements, and respond to any inquiries received and supply, as promptly as practicable, any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act or any other Legal Requirements of any foreign Governmental Entity having jurisdiction over antitrust or competition matters. No party will enter into any agreement with such filings and all costs and expenses (includinga Governmental Entity not to consummate the transactions contemplated by this Agreement due to Legal Requirements involving antitrust or competition matters, without limitationexcept with the prior written consent of the other parties. 7.7.2. Without limiting the generality of the provisions of Section 7.7.1, attorneys' fees and expenses) incurred by to the Company and the Holder extent permissible under applicable Legal Requirements, each party shall, in connection with the preparation efforts referenced in Section 7.7.1 to obtain all requisite Governmental Approvals, terminations of such filings and responses to inquiries or requests. In waiting periods for the event that transactions contemplated by this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period Agreement under the HSR ActAct or any other Legal Requirements relating to antitrust and competition matters, use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the FTC, the Antitrust Division or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) unless it decides for commercially reasonable reasons not to do so, permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the Antitrust Division or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, (iv) unless it decides for commercially reasonable reasons not to do so, give the other party the opportunity to attend and participate in such meetings and conferences, (v) in the event one party is prohibited by applicable Legal Requirements or by the applicable Governmental Entity from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto and (vi) cooperate in the submission of any memoranda, white papers, filings, presentations, correspondence, or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity. 7.7.3. If necessary to obtain any Governmental Approvals pursuant to any applicable Legal Requirements governing antitrust or competition matters, or if any Proceeding, including any Proceeding by a Governmental Entity or a private party, is instituted (or threatened to be instituted), challenging any transaction contemplated by this Agreement as violative of any such applicable Legal Requirements, each party shall cooperate with the other and use its reasonable best efforts to (i) obtain the termination of any waiting period or any required Governmental Approvals, (ii) contest and resist any such Proceeding, or (iii) avoid the entry of or take such action as reasonably necessary to overturn any Proceeding by any Governmental Entity or any private party to block consummation of this Agreement (and the transactions contemplated herein), including by defending any Proceeding brought by any Governmental Entity or any private party in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Legal Requirements so as to permit consummation of the transactions contemplated by this Agreement, provided that the parties shall cooperate with one another in connection with all Proceedings related to the foregoing in this Section 7.7.3 or in the second sentence of Section 7.7.1; provided, however, that nothing shall restrict or limit any party’s right to terminate the Agreement pursuant to Section 12.1.2 hereof. 7.7.4. The Purchaser shall be responsible for the payment of all filing fees applicable to the Notification and Report Form filed pursuant to the HSR Act or any filings required by any Legal Requirements of any foreign Governmental Entity.

Antitrust Notification. If Each of Seller and Buyer shall as promptly as practicable, but in no event later than ten Business Days following the Holder determines, in its sole judgment upon the advice of counsel, that an exercise execution and delivery of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAgreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form and any supplemental information form, if any, required to be filed by it pursuant to for the HSR Act in connection with the exercise of this Warranttransactions contemplated hereby. Any such notification and report form and supplemental information will shall be in full substantial compliance with the requirements of the HSR Act. The Company will Each of Buyer and Seller shall furnish to the Holder promptly (but in no event more than two (2) Business Days) other such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder which is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (Seller and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company Buyer shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other fees required to be paid by the Company and the Holder (DOJ and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the "ultimate parent entity" filings made hereunder pursuant to the HSR Act. Any such supplemental information shall be in substantial compliance with the requirements of the Holder, if any) HSR Act. Each of Seller and Buyer shall use reasonable best efforts to obtain any clearance required under the HSR Act for the purchase and sale of the Shares and the Other Assets, including litigating any motion for a preliminary injunction until a final and nonappealable decision has been rendered by a court of competent jurisdiction and entering into a consent decree with the FTC or the DOJ; provided that Buyer will not be required by this Section 7.05 to take any action, including entering into any consent decree with the FTC or the DOJ, that requires the divestiture of a material amount of assets of any of the Company Subsidiary, Buyer or any other Applicable Law in connection Buyer Subsidiary. Seller and Buyer shall also cooperate to make any required regulatory filings with such filings any state or outside the United States as promptly as practicable after the execution and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries or requests. In the event that this SECTION 2.3 is applicable to any exercise delivery of this Warrant, the purchase by the Holder of the Warrant Shares subject to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR ActAgreement.

Antitrust Notification. If Each of the Holder determinesCompany and Buyer (or its ultimate parent) will as promptly as practicable, but in its sole judgment upon no event later than seven days following the advice of counsel, that an exercise execution and delivery of this Warrant pursuant to the terms hereof would be subject to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR ActAgreement, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) the notification and report form required for the transactions contemplated hereby and any supplemental information required to be filed by it in connection therewith pursuant to the HSR Act in connection with the exercise of this Warrant. Any Act. (i) Each party hereto represents and warrants that such notification and report form and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in full substantial compliance with the requirements of the HSR Act and shall request early termination of the thirty day notification period provided for under the HSR Act. The . (ii) Each of Buyer and the Company will shall, at their own expense, furnish to the Holder promptly (but in no event more than two (2) Business Days) other such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder that is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company Buyer shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall use their reasonable best efforts to comply promptly with any such inquiry or request. Neither the Company nor the Buyer will independently participate in any meeting with any governmental authority in respect of any findings or inquiry without giving the other prior notice of the meeting unless prohibited by the governmental authority and, unless prohibited by the governmental authority, the opportunity to attend and/or participate. The Company shall bear all filing and Buyer will consult and cooperate with one another in connection with any information or other fees required proposals submitted in connection with proceedings under or relating to be paid by the HSR Act. (iii) Each of the Company and Buyer will use its reasonable best efforts to cause the Holder (expiration or the "ultimate parent entity" early termination of the Holder, if any) waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and shall use its reasonable best efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to Buyer. (iv) Nothing stated in this Agreement shall require Buyer to agree to, or permit the Company to agree to, the divestiture of any assets of Buyer or any of the Assets or take or agree to take any other Applicable Law in connection with such filings and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company and the Holder in connection with the preparation of such filings and responses to inquiries action or requests. In the event that this SECTION 2.3 is applicable agree to any exercise limitation or restriction (other than a divestiture, action, limitation or restriction that the Board of this WarrantDirectors of Buyer reasonably determines in good faith, after considering the purchase by the Holder advice of the Warrant Shares subject its management and legal and financial advisors, to be on commercially reasonable terms and to be not material to the Exercise Notice, and the payment by the Holder of the Warrant Purchase Price, shall be subject Business or to the expiration or earlier Buyer) to obtain termination of the waiting period under the HSR Act.

Antitrust Notification. If Subject to Section 10.2(b) hereof, Buyer and Seller shall use their respective reasonable best efforts to obtain all authorizations or waivers required under the Holder determinesHSR Act to consummate the transactions contemplated hereby and by the Ancillary Agreements, in its sole judgment upon including (a) making all Filings with the advice of counsel, that an exercise of this Warrant pursuant to the terms hereof would be subject to the provisions Antitrust Division of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Department of 1976, as amended Justice ("DOJ") or the "HSR ACT"), the Company shall, within seven (7) Business Days after receiving notice from the Holder of the applicability of the HSR Act, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice required in connection therewith (the "DOJ"initial filing to occur no later than ten (10) Business Days following the notification execution and report form delivery of this Agreement), (b) responding as promptly as practicable to all inquiries received from the DOJ or the FTC for additional information or documentation, and (c) resolving any supplemental information required to objections that may be filed asserted by it pursuant any Governmental Entity with respect to the HSR Act transactions contemplated by this Agreement in connection with the exercise any Filings made in accordance with this Section 5.5. Each of this Warrant. Any such notification Buyer and report form and supplemental information will be in full compliance with the requirements of the HSR Act. The Company will Seller shall furnish to the Holder promptly (but in no event more than two (2) Business Days) other such necessary information and reasonable assistance as the Holder other may reasonably request in connection with the its preparation of any filing or submission required to be filed by the Holder which is necessary under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional information from the FTC or the DOJ (Seller and in no event more than three (3) Business Days after receipt of such inquiry or request). The Company Buyer shall keep the Holder each other apprised periodically and at the Holder's request of the status of any communications with, and any inquiries or requests for additional information from, the FTC DOJ or the DOJFTC. The Company shall bear all filing Notwithstanding anything to the contrary in this Agreement, Buyer and Seller will use their respective reasonable best efforts to offer to take, or other fees required cause to be paid taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Company this Agreement and the Holder (or the "ultimate parent entity" of the HolderAncillary Agreements, including taking all such further action as reasonably may be necessary to resolve such objections, if any) , as the DOJ or the FTC or state antitrust enforcement authorities or any other Person may assert under the HSR Act with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any other Applicable Law in connection that may be asserted by any Governmental Entity with such filings and all costs and expenses (respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as expeditiously possible, including, without limitation, attorneys' fees (i) proposing, negotiating, committing to and expenses) incurred effecting, by consent decree, hold separate order or otherwise, the Company and the Holder in connection with the preparation sale, divestiture or disposition of such filings and responses to inquiries assets or requests. In the event that this SECTION 2.3 is applicable to any exercise of this Warrant, the purchase by the Holder businesses of the Warrant Shares subject Division or of Buyer or any of its Subsidiaries, and (ii) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of the Division or of Buyer or any of its Subsidiaries with respect to, or its ability to retain, one or more of their respective businesses or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing, provided, however, that nothing in this Agreement shall require or be construed to require any of Buyer or any of its Subsidiaries to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree, except for those that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Exercise Noticeoutpatient segment of Buyer and its Subsidiaries taken as a whole (assuming for this purpose, and that the payment by the Holder of the Warrant Purchase Price, shall be subject to the expiration or earlier termination of the waiting period under the HSR Acttransactions contemplated hereby have already been consummated).