Common use of Antitrust Obligations Clause in Contracts

Antitrust Obligations. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than ten (10) business days following the date of this Agreement (unless a later date is mutually agreed between the parties). Subject to the last sentence of Section 6.3(b), each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that may be required or requested by the FTC or the DOJ, and (iv) subject to the proviso of this sentence, take any and all actions necessary to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable, and to avoid any impediment to the consummation of the Merger under any Antitrust Laws, including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of the Company or Parent and (B) cooperating with each other and using their respective reasonable best efforts to oppose, contest and resist fully and vigorously any Legal Proceeding, including by defending through litigation, pursuing vigorously all available avenues of administrative and judicial appeal and seeking to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Merger or the other transactions contemplated hereby, in each case, as may be required in order to enable the consummation of the Merger and the other transactions contemplated by this Agreement, and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, however, that neither Parent nor the Company shall be required to take any of the actions set forth in the foregoing clause (A) unless the action is conditioned on the consummation of the transactions contemplated hereby; provided, further, for the avoidance of doubt, that nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to take any action or agree to take any action that would result in the imposition of a Burdensome Condition. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and substantive conference calls with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such substantive meetings and substantive conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections 7.1(b) and 7.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business information. Notwithstanding anything to the contrary herein, if Parent and the Company disagree with respect to strategy, Parent shall have the right to direct and control all strategy in connection with obtaining any actions or non-actions, Consents or expirations or terminations of waiting periods under the HSR Act or other Antitrust Law, including in any Legal Proceeding brought by any Governmental Authority seeking any Order which would have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreement. (c) Subject to the final sentence of Section 6.3(b), each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings are required to be made, and whether any Consents are required to be obtained, from any Governmental Authority under any applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act), and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither (i) the Company, without the prior written consent of Parent, nor (ii) Parent, without reasonable prior notice to the Company or, after the First Extended Outside Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), shall commit to or agree with any Governmental Authority to (A) stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, (B) pull and refile under the HSR Act or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Authority with respect to any transaction.

Antitrust Obligations. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, as soon as practicable after the date of this Agreement but in no event later than ten (10) business days following the date of this Agreement February 7, 2025 (unless a later date is mutually agreed between the parties). Subject to the last sentence of Section 6.3(b), each Each of Parent and the Company shall (i) cooperate and coordinate with the other in the identification and making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or any foreign Governmental Authority responsible for the DOJenforcement of any Foreign Antitrust Law, and (iv) subject use reasonable best efforts to the proviso of this sentence, take any such actions as are necessary and all actions necessary advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any Foreign Antitrust Laws as soon as practicable (and in any event by the date that is at least five (5) Business Days before the Effective Time). Further, neither party will extend any waiting period under the HSR Act as soon as practicable(by pull and refile, and to avoid or otherwise) or enter into any impediment to agreement with the consummation FTC, the Antitrust Division of the Merger under DOJ or any Antitrust Laws, including (A) proposing, negotiating, committing other Governmental Authority not to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of consummate the Company or Parent and (B) cooperating with each other and using their respective reasonable best efforts to oppose, contest and resist fully and vigorously any Legal Proceeding, including by defending through litigation, pursuing vigorously all available avenues of administrative and judicial appeal and seeking to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Merger or the other transactions contemplated hereby, in each case, as may be required in order to enable the consummation of the Merger and the other transactions contemplated by this Agreement, and to otherwise avoid Agreement without the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation consent of the Merger or the other transactions contemplated by this Agreement; provided, however, that neither Parent nor the Company shall be required to take any of the actions set forth in the foregoing clause (A) unless the action is conditioned on the consummation of the transactions contemplated hereby; provided, further, for the avoidance of doubt, that nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to take any action or agree to take any action that would result in the imposition of a Burdensome Conditionparty. (b) Each Except where prohibited by applicable Law or any Governmental Authority, each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from oral communication, and provide copies of written communications, with any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Foreign Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and substantive conference calls with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such substantive meetings and substantive conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections Section 7.1(b) and Section 7.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business information. Notwithstanding anything to the contrary herein, if Parent and the Company disagree with respect to strategy, Parent shall have the right to direct and control all strategy in connection with obtaining information of any actions or non-actions, Consents or expirations or terminations of waiting periods under the HSR Act or other Antitrust Law, including in any Legal Proceeding brought by any Governmental Authority seeking any Order which would have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreementparty. (c) Subject Notwithstanding anything in this Agreement to the final sentence contrary, nothing in this Agreement shall require, or be construed to require, Parent or any Affiliate of Section 6.3(b), each of Parent, Merger Sub Parent to (and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings are required to be made, and whether any Consents are required to be obtained, from any Governmental Authority under any applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act), and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither (i) the Companynot, without the prior written consent of Parent, nor agree to) (iii) Parentany sale, without reasonable prior notice to the Company orlicense, after the First Extended Outside Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), shall commit to or agree with any Governmental Authority to (A) stay, toll or extend any applicable waiting period under the HSR Act divestiture or other applicable Antitrust Lawsdisposition or holding separate of any capital stock, (B) pull and refile under the HSR Act businesses, assets, properties or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent interests of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the Closing, the Company or any of their respective Affiliates, (ii) the imposition of any limitation, restriction or condition on the ability of Parent, the Company or any of their respective Affiliates to conduct their respective businesses, assets, properties or other interests or (iii) the imposition of any limitation, restriction or condition on Parent, the Company, or any of their respective Affiliates under any Antitrust Laws; provided, that, notwithstanding this Section 6.2(c), reasonable best efforts of Parent to obtain any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to the Merger shall include those actions set forth on Section 6.2(c) of the Company Disclosure Letter. (d) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Merger Sub and shall use its Subsidiaries) reasonable best efforts to undertake contest and resist any such action or agree proceeding and to have vacated, lifted, reversed, or overturned any requirement Order, whether temporary, preliminary, or obligation permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to provide prior notice tothe contrary, none of Parent, Merger Sub, or any of their respective Affiliates shall be required to defend, contest, or resist any action or proceeding, whether judicial or administrative, or to obtain prior approval fromtake any action to have vacated, lifted, reversed, or overturned any Governmental Authority Order, in connection with respect to any transactionthe transactions contemplated by this Agreement.

Antitrust Obligations. (a) Each of Parent and Merger Sub Bidco (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file (x) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than ten twenty-five (1025) business days Business Days following the date of this Agreement Agreement, (unless a later y) any other submission Parent determines is required or advisable pursuant to any Antitrust Law, as soon as practicable after the date is mutually agreed between the parties)of this Agreement. Subject to the last sentence of Section 6.3(b), each Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or any foreign Governmental Authority responsible for the DOJ, enforcement of Antitrust Laws of any non-U.S. jurisdiction and (iv) subject to the proviso of this sentenceSection 8.2(a), take any and all actions reasonably necessary to cause the expiration or termination of the applicable waiting period periods, or otherwise obtain all necessary waivers and approvals, under the HSR Act and any Antitrust Laws of any non-U.S. jurisdiction as soon as practicable, practicable and to avoid any impediment to the consummation of the Merger Transaction under any Antitrust Laws, including (A) proposingactions to propose, negotiatingnegotiate, committing commit to and effectingor effect, by consent decree, hold separate order or otherwise, any conduct of business restrictionsrestriction, a sale or disposition of such assets any asset or businesses as are required to be divested business or a license or grant of commercialization rights to any business, product line, field of use, division, business arrangement, Contract, asset or interest therein of Parent or any of its Affiliates, or of the Company or any of its Subsidiaries, requested by a Governmental Authority in order to achieve clearance under any Antitrust Laws (each of the foregoing actions, a “Remedial Action”). Notwithstanding the foregoing or anything herein to the contrary, nothing in this Agreement (including Section 8.1) shall be deemed to require Parent, Bidco or any of their Affiliates to, and Parent’s and Bidco’s “reasonable best efforts” shall not be deemed to include or require Parent or Bidco or any of their Affiliates to, (A) take any Remedial Action (1) with respect to Parent or its Affiliates (other than, following the Closing, the Company and its Subsidiaries) or their respective assets, categories of assets, businesses, product linesline, fields field of use, divisions, business relationships, contractual rights, obligations or arrangements, Contractsand any Intellectual Property rights thereto or embodied therein or any venture or other arrangement or (2) with respect to the Company or its Subsidiaries, assets to the extent such actions, in the case of this clause (2), would have any more than an immaterial effect on the business, operations or interests therein financial condition of the Company or Parent and its Subsidiaries (each, a “Burdensome Condition”), (B) cooperating with each other and using their respective reasonable best efforts to oppose, contest and or resist fully and vigorously any Legal Proceeding, including by defending through litigation, pursuing vigorously all available avenues of administrative and judicial appeal and seeking Proceeding under any Antitrust Laws or seek to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary Proceeding or permanent, that is in effect and that prohibits, prevents or restricts the consummation (C) modify any of the Merger terms of this Agreement or the other transactions contemplated hereby, in each case, as may be required in order to enable the consummation of the Merger and the other transactions contemplated by this Agreement, and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation of the Merger Transaction or the other transactions contemplated by this Agreement; provided, however, that neither Parent nor the Agreement in order to achieve clearance under any Antitrust Laws. The Company and its Subsidiaries may not take any Remedial Action without Parent’s prior written consent (but shall be required to agree to take any Remedial Action at the request of Parent so long as such Remedial Action is contingent upon the occurrence of the actions set forth in the foregoing clause Effective Time). (Ab) unless the action is conditioned on the consummation of the transactions contemplated hereby; providedFurther, further, and for the avoidance of doubt, that nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parentthe other Party, permit Parent and the Company will not extend any waiting period under the HSR Act (by pull and refile, or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the written consent of its Subsidiariesthe other Party, to take any action or agree to take any action that would result in the imposition of a Burdensome Conditionwhich shall not be unreasonably withheld. (bc) Each of Parent and Merger Sub Bidco (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto Party or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Law of any non-U.S. jurisdiction with respect to which any such filings have been made, then such party Party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partyParty, an a reasonably appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto Parties agree to (i) give each other reasonable advance notice of all substantive meetings and substantive conference calls with any Governmental Authority relating to the MergerTransaction, (ii) give each other an opportunity to participate in each of such substantive meetings and substantive conference calls, (iii) keep the other party Party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the MergerTransaction, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the MergerTransaction, articulating any regulatory or competitive argument and/or or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the MergerTransaction, (vi) provide each other (or counsel of each partyParty, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Merger, Transaction and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections 7.1(b‎Section 9.1(c) and 7.1(cor ‎Section 9.1(d). Any such disclosures, rights to participate or provisions of information by one party Party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business information. Notwithstanding anything to the contrary herein, if Parent and the Company disagree with respect to strategy, Parent shall have the right to direct and control all strategy in connection with obtaining any actions or non-actions, Consents or expirations or terminations of waiting periods under the HSR Act or other Antitrust Law, including in any Legal Proceeding brought by any Governmental Authority seeking any Order which would have the effect of prohibiting, preventing or restricting the consummation information of the Merger or the other transactions contemplated by this AgreementCompany. (cd) Subject to the final sentence of Section 6.3(b), each Each of Parent, Merger Sub Bidco and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by ‎Section 8.2(a) are required to be made, and whether any other Consents not contemplated by ‎Section 8.2(a) are required to be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act), and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties Parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither . (ie) Parent shall determine and have the Company, without principal authority to devise and implement the prior written consent of Parent, nor (ii) Parent, without reasonable prior notice to strategy for obtaining any necessary Consents under Antitrust Laws and shall take the Company or, after the First Extended Outside Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), shall commit to or agree lead in joint meetings with any Governmental Authority in connection with obtaining any necessary Consents under Antitrust Laws; provided that Parent and the Company shall consult in advance with each other and in good faith take each other’s views into account prior to (A) staytaking any material substantive position in any written submissions or, toll or extend to the extent practicable, discussions with any applicable waiting period Governmental Authority, including under the HSR Act or other applicable Antitrust Laws, (B) pull and refile under the HSR Act or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Authority with respect to any transactionAct.

Antitrust Obligations. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file (x) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than ten five (105) business days following the date of this Agreement, and (y) any other submission (including briefing papers) Parent determines is required or advisable pursuant to any Foreign Antitrust Law set forth on Section 6.3(a) of the Company Disclosure Letter, as soon as practicable after the date of this Agreement (unless a later date is mutually agreed between the parties). Subject to the last sentence of Section 6.3(b), each Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or any foreign Governmental Authority responsible for the DOJenforcement of any Foreign Antitrust Law, and (iv) subject to the proviso of this sentence, sentence take any and all actions reasonably necessary to cause the expiration or termination of the applicable waiting period periods under the HSR Act and any Foreign Antitrust Laws as soon as practicablepracticable (and in any event by the date that is at least five (5) Business Days before the Effective Time), and to avoid any impediment to the consummation of the Merger under any Antitrust Laws, including (A1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of the Company, (2) amending any venture or other arrangement of the Company or Parent and (B3) cooperating with each other and using their respective reasonable best efforts to oppose, contest and resist fully and vigorously any Legal Proceeding, including by defending through litigation, pursuing pursing vigorously all available avenues of administrative and judicial appeal and seeking to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Merger or the other transactions contemplated herebyby this Agreement, in each case, as may be required in order to enable the consummation of the Merger and the other transactions contemplated by this Agreementhereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, however, that neither Parent nor the Company shall be required to take any of the actions set forth in the foregoing clause (A) unless the action is conditioned on the consummation of the transactions contemplated hereby, including the Merger; provided, furtherhowever, that (x) Parent and its Affiliates shall not be obligated to take the foregoing actions contemplated by this sentence (A) with respect to Parent, its Affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements, and any Intellectual Property rights thereto or embodied therein or any venture or other arrangement; nor (B) with respect to the Company, to the extent such actions would have any more than an immaterial effect on the business, operations or financial condition of the Company and (y) the Company may not take any of the foregoing actions without Parent’s prior written consent. Further, and for the avoidance of doubt, that nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parentthe Company, permit Parent will not extend any waiting period under the Company HSR Act (by pull and refile, or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the written consent of its Subsidiariesthe Company, to take any action or agree to take any action that would result in the imposition of a Burdensome Conditionwhich shall not be unreasonably withheld. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and substantive conference calls with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such substantive meetings and substantive conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections Section 7.1(b) and or Section 7.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business information. Notwithstanding anything to the contrary herein, if Parent and the Company disagree with respect to strategy, Parent shall have the right to direct and control all strategy in connection with obtaining any actions or non-actions, Consents or expirations or terminations of waiting periods under the HSR Act or other Antitrust Law, including in any Legal Proceeding brought by any Governmental Authority seeking any Order which would have the effect of prohibiting, preventing or restricting the consummation information of the Merger or the other transactions contemplated by this AgreementCompany. (c) Subject to the final sentence of Section 6.3(b), each Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 6.3(a) are required to be made, and whether any other Consents not contemplated by Section 6.3(a) are required to be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act)hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither (i) the Company, without the prior written consent of Parent, nor (ii) Parent, without reasonable prior notice to the Company or, after the First Extended Outside Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), shall commit to or agree with any Governmental Authority to (A) stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, (B) pull and refile under the HSR Act or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Authority with respect to any transaction.

Antitrust Obligations. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file (x) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act and (y) any other submission required pursuant to any applicable Foreign Antitrust Law, as soon as practicable after the date of this Agreement but with respect to the foregoing clause (x) in no event later than ten (10) business days Business Days following the date of this Agreement (unless a later date is mutually agreed between the parties). Subject to the last sentence of Section 6.3(b), each Each of Parent and the Company shall use reasonable best efforts to (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or any foreign Governmental Authority responsible for the DOJenforcement of any Foreign Antitrust Law, and (iv) subject to the proviso of this sentence, take any and all actions necessary to cause the expiration or termination of the applicable waiting period periods under the HSR Act and any Foreign Antitrust Laws as soon as practicablepracticable (and in any event by the date that is at least five (5) Business Days before the Termination Date), and to avoid any impediment to the consummation of the Merger under any Antitrust Laws, including (A1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of the Company Surviving Corporation and its Subsidiaries, (2) amending any venture or Parent other arrangement of the Surviving Corporation and its Subsidiaries, (B3) cooperating with each other and using their respective reasonable best efforts to oppose, contest and resist fully and vigorously any Legal Proceeding, including by defending through litigation, pursuing vigorously all available avenues of administrative Proceeding and judicial appeal and seeking to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Merger or the other transactions contemplated herebyby this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of the Surviving Corporation and its Subsidiaries, including notification of acquisitions that would not otherwise be required under the HSR Act or any foreign Antitrust Laws, in each case, as may be required in order to enable the consummation of the Merger and the other transactions contemplated by this Agreementhereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, however, that neither Parent nor the Company shall be required to take any of the actions set forth in the foregoing clause (A) unless the action is conditioned on the consummation of the transactions contemplated hereby, including the Merger (the actions referred to in clauses (1), (2), (3) and (4), “Remedy Actions”); provided, furtherhowever, for that, notwithstanding anything to the avoidance contrary set forth in this Agreement, (A) in no event shall Parent, the Company or their respective Affiliates be required to proffer, consent to or agree to or effect any Remedy Action unless such Remedy Action is conditioned upon the closing of doubt, that the Merger and (B) nothing in this Section 6.3 Agreement shall require Parent Parent, Merger Sub or any of its Affiliatestheir respective Affiliates to, orand the Company shall not, without the prior written consent of Parent, permit commit to or effect any action (x) with respect to the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties or businesses of Affiliates of Parent or Merger Sub (other than Parent and Merger Sub) or (y) that, individually or in the aggregate, would, or would reasonably be expected to, have a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of the Company or any of and its Subsidiaries, taken as a whole. Further, and for the avoidance of doubt, without the written consent of the Company, Parent will not extend any waiting period under the HSR Act (by pull and refile, or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to take any action or agree to take any action that would result in consummate the imposition of a Burdensome Conditiontransactions contemplated by this Agreement. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and substantive conference calls with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such substantive meetings and substantive conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Merger, (iv) closely cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Merger, Merger and (vii) closely cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections Section 7.1(b) and Section 7.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business informationinformation of the Company. Notwithstanding anything to the contrary hereinforegoing, if Parent Parent, Merger Sub and the Company disagree shall cooperate with respect one another to strategy, Parent shall have devise and implement the right to direct strategy and control all strategy timing for obtaining any Consents required or sought from any Governmental Authority in connection with obtaining any actions or non-actions, Consents or expirations or terminations of waiting periods under the HSR Act or other Antitrust Law, including in any Legal Proceeding brought by any Governmental Authority seeking any Order which would have the effect of prohibiting, preventing or restricting the consummation of the Merger or and each of the other transactions contemplated by this Agreement; provided, that such strategy shall be designed to obtain such Consents as promptly as reasonably practicable but in no event later than five (5) Business Days prior to the Termination Date. (c) Subject to the final sentence of Section 6.3(b), each Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 6.2(a) are required to be made, and whether any other Consents not contemplated by Section 6.2(a) are required to be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act)hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither (i) the Company, without the prior written consent of Parent, nor (ii) Parent, without reasonable prior notice to the Company or, after the First Extended Outside Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), shall commit to or agree with any Governmental Authority to (A) stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, (B) pull and refile under the HSR Act or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Authority with respect to any transaction.

Antitrust Obligations. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, Company shall file with the FTC and the any submission required pursuant to any Foreign Antitrust Division Law of the DOJ a Notification and Report Form relating to this Agreement and jurisdictions set forth on Section 7.2(a) of the transactions contemplated hereby as required by the HSR Act Company Disclosure Letter as soon as practicable after the date of this Agreement but in no event later than ten (10) business days following the date of this Agreement (unless a later date is mutually agreed between the parties). Subject to the last sentence of Section 6.3(b), each Each of Parent and the Company shall (i) cooperate and coordinate with the other in the identification and making of such filingsfilings set forth on Section 7.2(a) of the Company Disclosure Letter, (ii) promptly use best efforts to supply the other with any information and documentary material that may be required in order to make such filings, (iii) promptly use best efforts to supply any additional information that reasonably may be required or requested by any Governmental Authority responsible for the FTC or the DOJ, enforcement of any Antitrust Law and (iv) subject to the proviso of this sentence, take any and all actions necessary promptly use best efforts to cause the expiration or termination of the any applicable waiting period periods under the HSR Act any Foreign Antitrust Laws as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust LawsLaw, including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of the Company or Parent and (B) cooperating with each other and using their respective reasonable best efforts to oppose, contest and resist fully and vigorously any Legal Proceeding, including by defending through litigation, pursuing vigorously all available avenues of administrative litigation (including through appeal) and judicial appeal and seeking seek to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Merger or the other transactions contemplated hereby, in each case, as may be required in order to enable the consummation of the Merger and the other transactions contemplated by this Agreement, provided that, notwithstanding anything in this Agreement to the contrary, Parent and to otherwise avoid the entry ofMerger Sub and their respective Affiliates shall not be obligated to, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, however, that neither Parent nor and the Company shall be required not without the prior written consent of the Parent, take any action involving (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of assets or businesses or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (B) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), or (C) otherwise taking or committing to take actions with respect to any of the actions set forth in businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), including any obligation to provide prior notification to Governmental Authorities for transactions that would not otherwise be required under any Antitrust Laws or to seek approvals from Governmental Authorities for future transactions, provided further that, at Parent’s express written request, the Company shall and shall cause its Affiliates to take the foregoing clause (A) unless the action is actions so long as they are conditioned on the consummation occurrence of the transactions contemplated hereby; providedAcceptance Time. Further, further, and for the avoidance of doubt, that nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, neither party without the prior written consent of Parentthe other shall agree to enter into any agreement with the FTC, permit the Company Antitrust Division of the DOJ or any of its Subsidiaries, other Governmental Authority not to take any action or agree to take any action that would result in consummate the imposition of a Burdensome Conditiontransactions contemplated by this Agreement. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable)Sub, on the one hand, and the Company, on the other hand, shall promptly inform outside counsel for the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give outside counsel for each other reasonable advance notice of all substantive meetings and substantive conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give outside counsel for each other an opportunity to participate in each of such substantive meetings and substantive conference calls, (iii) keep outside counsel for the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide outside counsel for each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide outside counsel for each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide outside counsel for each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections 7.1(bclauses (B) and 7.1(c)(C)(1) of Annex A and Section 8.2. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required or advisable under applicable Law or and any materials disclosed may be redacted to remove references concerning the valuation of the Company or the confidential competitively sensitive business information. information of any party, or to address privilege concerns. (c) Notwithstanding anything in this Agreement to the contrary herein, if Parent and the Company disagree with respect to strategycontrary, Parent shall have after good faith consultation with the right to Company and after considering in good faith the Company’s views and comments, develop, direct and control the (i) strategy for obtaining all strategy in connection with obtaining any necessary actions or non-actionsnonactions, Consents or waivers, consents, clearances, approvals and expirations or terminations of waiting periods under so as to enable the HSR Act Closing to occur as promptly as reasonably practicable, (ii) response to any request from, inquiry by or other Antitrust Lawinvestigation by (including the timing, including in any Legal Proceeding brought by nature and substance of all such responses) any Governmental Authority seeking any Order which would have with respect to the effect of prohibitingOffer, preventing or restricting the consummation of the Merger or and the other transactions contemplated by this Agreement. Agreement and (ciii) Subject to strategy for the final sentence defense and settlement of Section 6.3(b), each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings are required to be made, and whether any Consents are required to be obtained, from proceeding brought by or before any Governmental Authority under that has authority to enforce any applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act), and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither (i) the Company, without the prior written consent of Parent, nor (ii) Parent, without reasonable prior notice to the Company or, after the First Extended Outside Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), shall commit to or agree with any Governmental Authority to (A) stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, (B) pull and refile under the HSR Act or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Authority with respect to any transactionLaw.

Antitrust Obligations. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, as soon as practicable after the date of this Agreement (but in no event later than ten fifteen (1015) business days Business Days) following the date of this Agreement (unless a later date is mutually agreed between the parties). Subject to the last sentence of Section 6.3(b), each Each of Parent and the Company shall (i) cooperate and coordinate with the other in the identification and making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or any foreign Governmental Authority responsible for the DOJ, and (iv) subject enforcement of any Foreign Antitrust Law prior to the proviso Termination Date. Each of this sentence, take any Parent and all actions necessary to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable, and to avoid any impediment to the consummation of the Merger under any Antitrust Laws, including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of the Company or Parent and (B) cooperating with each other and using their respective shall use reasonable best efforts to opposeobtain any clearance required under the HSR Act, contest and resist fully and vigorously any Legal Proceeding, including by defending through litigation, pursuing vigorously all available avenues of administrative and judicial appeal and seeking to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts Foreign Antitrust Laws for the consummation of the Merger or the other transactions contemplated hereby, in each case, so as may be required in order to enable the consummation of transactions to occur as expeditiously as possible and, in any event, prior to the Merger Termination Date, including opposing vigorously and the other transactions contemplated fully any challenge, promptly appealing any adverse decision or order by this Agreementa Governmental Authority, and litigating any such challenge to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, however, that neither Parent nor the Company shall be required to take any of the actions set forth in the foregoing clause (A) unless the action is conditioned on the consummation of the transactions contemplated hereby; provided, further, for the avoidance of doubt, that nothing a final non-appealable order. The term “reasonable best efforts” as used in this Section 6.3 7.2(a) shall not require Parent or any of its AffiliatesAffiliates to sell, ordivest (including through a license or a reversion of licensed or assigned rights), without the prior written consent hold separate, transfer or dispose of Parentany assets, permit the Company operations, rights, product lines or any businesses, or interests therein, of itself, its Subsidiaries, or its Affiliates (or consent to any of the foregoing actions). Notwithstanding anything to the contrary in this Section 7.2, Parent shall, in consultation with Company, determine strategy, lead all proceedings and coordinate all activities with respect to seeking any actions or Consents of any Governmental Authority as contemplated hereby, and Company shall take such actions as reasonably requested by Parent in connection with obtaining such consents; provided, however that Company shall not be required to undertake any action or agree to take any under this Section 7.2 unless such action that would result in is expressly conditioned on the imposition close of a Burdensome Conditionthe transactions contemplated herein. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or Act, any other Foreign Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and substantive conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such substantive meetings and substantive conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections 7.1(bclauses (A) and 7.1(c)(C)(1) of Annex A and Section 8.2. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business information. Notwithstanding anything to the contrary herein, if Parent and the Company disagree with respect to strategy, Parent shall have the right to direct and control all strategy in connection with obtaining any actions or non-actions, Consents or expirations or terminations of waiting periods under the HSR Act or other Antitrust Law, including in any Legal Proceeding brought by any Governmental Authority seeking any Order which would have the effect of prohibiting, preventing or restricting the consummation information of the Merger or the other transactions contemplated by this AgreementCompany. (c) Subject to the final sentence of Section 6.3(b), each Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be made, and whether any other Consents not contemplated by Section 7.2(a) are required to be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act)hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither (i) the Company, without the prior written consent of Parent, nor (ii) Parent, without reasonable prior notice to the Company or, after the First Extended Outside Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), shall commit to or agree with any Governmental Authority to (A) stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, (B) pull and refile under the HSR Act or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Authority with respect to any transaction.

Antitrust Obligations. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, and, as soon as practicable after the date of this Agreement (but in no event later than ten (10) business days Business Days) following the date of this Agreement (unless a later date is mutually agreed between the parties). Subject to the last sentence of Section 6.3(b), each Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or any foreign Governmental Authority responsible for the DOJenforcement of any Foreign Antitrust Law, and (iv) subject to the proviso of to this sentence, take any and all actions reasonably necessary to cause the expiration or termination of the applicable waiting period periods under the HSR Act as soon as practicableand any Foreign Antitrust Laws prior to the Termination Date, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of the Company or Parent and (B) cooperating amending any venture or other arrangement of the Company; provided, however, that notwithstanding anything in this Agreement to the contrary, (1) Parent and its Affiliates shall not be obligated to take, and without the prior written consent of Parent, the Company shall not take, any of the foregoing actions contemplated by this clause (iv) unless all such actions collectively affect businesses, operations, assets or product lines of the Company with each other a fair market value of less than $10,000,000 in the aggregate, (2) Parent and using its Affiliates shall not be obligated to take any of the foregoing actions contemplated by this clause (iv) with respect to Parent, its Affiliates or their respective reasonable best efforts assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements, (3) Parent or Merger Sub shall not be required to oppose, contest and or resist fully and vigorously any Legal Proceeding, including by defending through litigation, pursuing vigorously all available avenues of administrative and judicial appeal and seeking to Proceeding or have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Merger or the other transactions contemplated hereby, in each case, as may be required in order to enable the consummation of the Merger and the other transactions contemplated by this Agreement, and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, however, that (4) neither Parent nor the Company any of its Affiliates shall be required to take commit to provide prior notice or seek prior approval from any Governmental Authority of the actions set forth in the foregoing clause (A) unless the action is conditioned on the consummation of the transactions contemplated hereby; providedany future transaction. Further, further, and for the avoidance of doubt, that nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of the Company, Parent shall not, and without the consent of Parent, permit the Company shall not, extend any waiting period under the HSR Act (by pull and refile, or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any of its Subsidiaries, other Governmental Authority not to take any action or agree to take any action that would result in consummate the imposition of a Burdensome Conditiontransactions contemplated by this Agreement. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and substantive conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such substantive meetings and substantive conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections 7.1(bclauses (A) and 7.1(c)(C)(1) of Annex A and Section 8.2. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business information. Notwithstanding anything to the contrary herein, if Parent and the Company disagree with respect to strategy, Parent shall have the right to direct and control all strategy in connection with obtaining any actions or non-actions, Consents or expirations or terminations of waiting periods under the HSR Act or other Antitrust Law, including in any Legal Proceeding brought by any Governmental Authority seeking any Order which would have the effect of prohibiting, preventing or restricting the consummation information of the Merger or the other transactions contemplated by this AgreementCompany. (c) Subject to the final sentence of Section 6.3(b), each Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be made, and whether any other Consents not contemplated by Section 7.2(a) are required to be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act)hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither . (d) Notwithstanding anything in this Agreement to the contrary, (i) Parent shall have the right, following good faith consultation with and consideration of the views of the Company, without to direct the prior written consent strategy and timing for obtaining any necessary approval under applicable Antitrust Laws and in connection with the timing, form and content of Parentany analyses, nor appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with any Legal Proceeding under or relating to any Antitrust Laws and (iib) Parentif any Legal Proceeding, without reasonable prior notice to the Company orincluding any Legal Proceeding brought by a Person other than a Governmental Authority, after the First Extended Outside Date, without the prior written consent of the Company is instituted (not or threatened to be unreasonably withheldinstituted) challenging the Offer or Merger as violative of any Antitrust Law, conditioned or delayed)Parent shall have the right to direct and control all communications, shall commit to or agree with any Governmental Authority to (A) stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, (B) pull strategy and refile under the HSR Act or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by defense of this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the ClosingAgreement, the Company Offer or the Merger in any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Authority with respect to any transactionsuch Legal Proceeding.

Antitrust Obligations. (a) Each of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, as soon as practicable after the date of this Agreement but in no event later than ten (10) business days following the date of this Agreement (unless a later date is mutually agreed between the parties). Subject to the last sentence of Section 6.3(b), each Each of Parent and the Company shall (i) reasonably cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or any foreign Governmental Authority responsible for the DOJenforcement of any Foreign Antitrust Law, and (iv) subject use their respective reasonable best efforts to the proviso of this sentence, promptly take any and all actions necessary to cause the expiration or termination of the applicable waiting period periods under the HSR Act and any Foreign Antitrust Laws as soon as practicable, practicable (and in any event prior to the Termination Date) and to avoid any impediment to the consummation of the Merger under the HSR Act or any Foreign Antitrust Laws. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, including neither Parent nor any of its Affiliates shall be required to agree to any of the following actions (Aand the Company shall not agree to any of the following actions without the express written consent of Parent): (1) selling, licensing, assigning, transferring, divesting, holding separate, granting any commercial rights to or otherwise disposing of any assets, business or portion of any business (or interests therein) of the Company, the Surviving Company, Parent or any of their respective Affiliates; (2) proposing, negotiating, committing to and or effecting, by consent decree, hold separate order or otherwise, any conduct of business restrictions; (3) amending or terminating (or agreeing to amend or terminate) any existing relationship, Contractual right or obligation or venture or other arrangement of Parent or its Affiliates or the Company or its Affiliates; (4) offering, agreeing or consenting to any change (including through a sale licensing arrangement or disposition the creation of such assets any relationship or businesses as are required Contractual right or obligation) to be divested or a license restriction on, or grant of commercialization rights other impairment of, Parent’s ability to own or operate the businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or interests therein of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates); or (5) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), including any obligation to obtain any “prior approval” or other affirmative approval from a Governmental Authority to carry out any future transaction. Parent shall, after reasonable consultation with the Company and consideration in good faith of the views and comments of the Company in connection with the following, have the right to (A) direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or Parent investigation by (including coordinating with the Company with respect to the timing, nature and substance of all such responses), and in connection with all meetings and communications (including any negotiations) with, any Governmental Authority that has authority to enforce any Antitrust Law or foreign investment Law, (B) cooperating control the defense and settlement of any Legal Proceeding brought by or before any Governmental Authority that has authority to enforce any Antitrust Law or foreign investment Law and (C) determine whether to pull and refile, on one or more occasions, any filing made under the HSR Act, or any other Antitrust Law, in connection with each the transactions contemplated hereby, prior to the Termination Date; provided that neither Parent nor the Company may enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other and using their respective reasonable best efforts Governmental Authority not to opposeconsummate the transactions contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, contest and resist fully and vigorously conditioned or delayed). Further, subject to this Section 6.2(a), if any Legal Proceeding, including any proceeding by defending a private party, is instituted (or threatened) challenging or seeking to restrain, prohibit or place conditions on the consummation of the transactions contemplated by this Agreement, including the Merger, or the ownership or operation by Parent, the Company or any of their respective Subsidiaries of all or any portion of their respective businesses as presently conducted and as currently proposed to be conducted, Parent (and its Subsidiaries) and the Company (and its Subsidiaries) shall use their reasonable best efforts to defend or contest, including through litigationlitigation or other means, pursuing vigorously all available avenues any objection to, or Legal Proceedings challenging, the consummation of administrative the transactions contemplated by this Agreement, and judicial appeal and seeking to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Merger or the other transactions contemplated hereby, in each case, as may be required in order to enable the consummation of the Merger and the other transactions contemplated by this Agreement, and to otherwise avoid including the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing or restricting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, however, that neither Parent nor the Company shall be required to take any of the actions set forth in the foregoing clause (A) unless the action is conditioned on the consummation of the transactions contemplated hereby; provided, further, for the avoidance of doubt, that nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to take any action or agree to take any action that would result in the imposition of a Burdensome ConditionMerger. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Foreign Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree (subject to Parent’s ultimate control of strategy pursuant to Section 6.2(a)) to (i) give each other reasonable advance notice of all substantive non-ministerial meetings and substantive non-ministerial conference calls with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such substantive non-ministerial meetings and substantive non-ministerial conference calls, (iii) keep the other party reasonably apprised with respect to any substantive non-ministerial oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Sections Section 7.1(b) and Section 7.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis and redacted for legal privilege to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business information. Notwithstanding anything to the contrary herein, if Parent and the Company disagree with respect to strategy, Parent shall have the right to direct and control all strategy in connection with obtaining any actions or non-actions, Consents or expirations or terminations of waiting periods under the HSR Act or other Antitrust Law, including in any Legal Proceeding brought by any Governmental Authority seeking any Order which would have the effect of prohibiting, preventing or restricting the consummation information of the Merger or the other transactions contemplated by this AgreementCompany. (c) Subject to the final sentence of Section 6.3(b), each Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 6.2(a) are required to be made, and whether any other Consents not contemplated by Section 6.2(a) are required to be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby (other than filings required by, and expiration or termination of the waiting period under, the HSR Act)hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Consents that the parties determine are required to be made or obtained in connection with the transactions contemplated hereby. Neither . (d) If, prior to the Effective Time (i) the CompanyU.K. Competition and Markets Authority (the “CMA”) indicates in writing to Parent that it has decided to formally investigate the Merger and, without accordingly, requests Parent to submit a merger notice in the prior written consent of Parent, nor form prescribed under the Enterprise Act 2002 or (ii) Parentthe European Commission (the “EC”) indicates in writing to Parent that a member state of the European Union or the EC is making, without reasonable prior notice or has made, a referral of the Merger to the EC under Article 22 of the EU Merger Regulation, then Parent shall provide to the Company ora copy of such written indication or filing, form or other submission as promptly as practicable after the First Extended Outside Dateits receipt or submission thereof, without the prior written consent as applicable, and if such indication or filing, form or other submission shall have been so provided, each of the Company (not CMA under the Enterprise Act of 2002 and the EC under Article 22 of the EU Merger Regulation, as the case may be, shall thereupon be deemed to be unreasonably withheld, conditioned or delayed), shall commit to or agree with any Governmental Authority to (A) stay, toll or extend any applicable waiting period under the HSR Act or other applicable a “Specified Antitrust Laws, (B) pull and refile under the HSR Act or other applicable Antitrust Laws, (C) not consummate the transactions contemplated by Jurisdiction” for purposes of this Agreement for any period of time or (D) enter into any timing agreement. Nothing in this Section 6.3 shall require Parent or any of its Affiliates, or, without the prior written consent of Parent, permit the Company or any of its Subsidiaries, to agree to or cause any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) to undertake or agree to any requirement or obligation to provide prior notice to, or to obtain prior approval from, any Governmental Authority with respect to any transactionAgreement.