Common use of Appropriate Actions Clause in Contracts

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall (and the Company shall cause its Subsidiaries to) each use their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any communication received by such party from, or given by such party to, any Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ix) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries). (b) The Company and its Board of Directors shall (1) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use their reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement.

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent Parties shall (and the Company shall cause its Subsidiaries their applicable Affiliates to) each use their its respective reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties Party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable, and in any event, no later than the Outside Date; (ii) obtain from any Governmental Entities Authorities any actions, non-actions, clearances, waivers, consents, approvals, waiting period expirations or terminations, permits or orders required to be obtained by Seller, the Company Company, or Parent Buyer or any of its Subsidiaries their Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby in the most expeditious manner practicable, and in any event no later than the Outside Date; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will Governmental Filing shall be made as promptly as practicable no later than ten (10) Business Days after the date of this Agreement; unless the Parties mutually agree on a later filing date; and provided, that any failure to make such filing within ten (10) Business Days after the date hereof shall not constitute a breach of this Agreement so long as such filing is made as promptly as reasonably practicable thereafter) and no such filing shall be withdrawn without the other Party’s written consent and (B) any other applicable Law; (iv) furnish to the other Party all information required for and assistance as reasonably requested in good faith in connection with the preparation and submission of any application or other filing Governmental Filings to be made by such Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other Party in connection with any Governmental Filings (including, to provide counsel for the other party with copies of all Governmental Filings made by such Party, and all correspondence between such Party (and its advisors) with any Governmental Authority and any other information supplied by such Party and such Party’s Affiliates to, or received from, a Governmental Authority relating to the transactions contemplated hereby and, if requested by the other Party, to consider in good faith all reasonable additions, deletions or changes suggested by the other Party); (vi) keep the other party Party informed in all material respects of any material communication received by such party Party from, or given by such party Party to, any Governmental Entity Authority and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements, including by promptly informing the other Party of any such communication and by promptly providing the other Party with copies of all written communications and filings to or from any Governmental Authority; (vii) provide the other Party with reasonable advance notice of any material communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such Governmental Filings; (viii) consult and cooperate, and consider in good faith the views of other Party, in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private party or on behalf of either Party in connection with proceedings relating theretoto or arising out of such Governmental Filings; (viiix) obtain all necessary consentsnot participate independently in any meeting or telephone conference, approvals or waivers from third parties; provided that none engage in any other substantive conversation, with any Governmental Authority in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving, to the extent reasonably practicable, the other Party reasonable prior notice of the Companymeeting or conversation and, Parent unless expressly prohibited by such Governmental Authority, the opportunity to attend or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consentsparticipate; (viiix) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or materially delay the consummation of the transactions contemplated herebyhereby and thereby, including vigorously defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby; and (ixxi) execute and deliver any additional instruments or agreements necessary to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable, and in any event no later than the Outside Date; provided, however, that in the event of any disagreement between the Parties, the determination of Buyer with respect to strategy with a Governmental Authority or the content of any submissions to a Governmental Authority shall be final and conclusive. No parties Without limiting the foregoing, any Party may, as it deems advisable and necessary, (1) redact materials as necessary to remove references concerning the valuation of the Rolling Mill Business and all activities in connection therewith or matters other than the Rolling Mill Business, (2) as necessary to comply with contractual obligations, and (3) reasonably designate any competitively sensitive material provided to the other Party under this Agreement Section 5.9 as “outside counsel only.” Such (“outside counsel only”) materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of such materials. Neither Party shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest request of any Governmental Entity Authority without the written consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries)Party. (b) The Company and its Board of Directors shall (1) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use their reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement.

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its Subsidiaries their applicable Affiliates to) each use their its respective reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable; (ii) obtain from any Governmental Entities Authorities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent Seller, Buyer or any of its Subsidiaries their respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal Competition Law (such Governmental Filings shall be made as soon as required, practicable or state securities Laws, otherwise as agreed to by the parties) and (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information reasonably required for any application or other filing Governmental Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other party in connection with any Governmental Filings (including, to provide copies of all such Governmental Filings to outside counsel for the non-filing party and, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party); (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any communication received or given Authority, in each case, relating to Governmental Filings made in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; (vii) provide the other party, to the extent practicable, with prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such Governmental Filings; (viii) consult and cooperate with each other party in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private or on behalf of any party in connection with proceedings relating thereto; (vii) obtain all necessary consents, approvals to or waivers from third parties; provided that none arising out of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyGovernmental Filings; and (ix) execute and deliver not participate independently in any additional instruments necessary meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to consummate the transactions contemplated by this Agreementattend or participate. No parties Neither party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest request of any Governmental Entity Authority without the consent of the other parties party to this Agreement, which consent shall Agreement (not to be unreasonably withheld withheld, conditioned or delayed. Notwithstanding anything ). (b) The parties agree to use reasonable best efforts to avoid or eliminate each and every impediment under Competition Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the consummation of the transactions contemplated hereby and thereby to occur as soon as reasonably possible (and in this Section 6.9(aany event, no later than the Outside Date), Parent shall not be required including if necessary committing to take, propose, negotiate, commit to, or effect by any consent decree, hold separate order, divestiture or otherwiserestriction on the operation of business; provided, that notwithstanding anything to the contrary in this Agreement: (i) in no event will Buyer be required to proffer or agree to any consent decree, hold separate order, sale, divestiture, licensing lease, license, transfer, disposal, Encumbrance or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action operating restriction with respect to, or their ability to retain, any of the businesses, product lines lines, assets, permits, operations, rights, or assets interest therein of Parent (or its Subsidiaries) or the Company (or its Subsidiaries). (b) The Company and its Board of Directors shall (1) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger Buyer or any of its Affiliates; (ii) in no event will Seller be required to proffer or agree to any consent decree, hold separate order, sale, divestiture, lease, license, transfer, disposal, Encumbrance or operating restriction with respect to the other transactions contemplated by this Agreement and businesses, product lines, assets, permits, operations, rights, or interest therein of Seller or its Affiliates (2as constituted post-Closing); and (iii) if in no event will Buyer be required to proffer or agree to any state takeover statute consent decree, hold separate order, sale, divestiture, lease, license, transfer, disposal, Encumbrance or similar statute becomes applicable operating restriction with respect to this Agreementthe businesses, the Offerproduct lines, the Merger assets, permits, operations, rights or any interests therein of the other transactions contemplated by this Agreement, use their reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable Devices & Services Business if such action would have a Material Adverse Effect on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this AgreementDevices & Services Business (as constituted post-Closing).

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its Subsidiaries their applicable Affiliates to) each use their its respective commercially reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable, and in any event, no later than the Outside Date; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits Permits or orders required to be obtained by Seller, the Company, the Company Subsidiaries or Parent Buyer or any of its Subsidiaries their Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby (including updating, transferring, replacing, cancelling or obtaining (A) the Permits set forth in Section 3.15 of the Company Disclosure Letter and (B) applicable registrations with the Food and Drug Administration) in the most expeditious manner practicable, and in any event no later than the Outside Date; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will Governmental Filing shall be made as promptly as practicable no later than two (2) Business Days after the date of this Agreement) and no such filing shall be withdrawn without the other party’s written consent and (B) any other applicable Law; (iv) furnish all information reasonably required for any application or other filing Governmental Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other party in connection with any Governmental Filings (including, to provide counsel for the other party with copies of all Governmental Filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to, or received from, a Governmental Entity relating to the transactions contemplated hereby and, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party; provided, that copies of filings and other information may be redacted or withheld (A) to the extent that they concern the sale of the Business and all activities in connection therewith, the valuation of the Business or matters other than the Business or the transactions contemplated by this Agreement and (B) as necessary to comply with contractual arrangements); (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements; (vii) provide the other party with prior written notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such Governmental Filings; (viii) consult and cooperate with each other party in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private or on behalf of any party in connection with proceedings relating theretoto or arising out of such Governmental Filings; (viiix) obtain all necessary consentsnot participate independently in any meeting, approvals or waivers from third parties; provided that none engage in any substantive conversation, with any Governmental Entity in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving the other party prior written notice of the Companymeeting or conversation (to the extent practicable) and, Parent to the extent permitted by such Governmental Entity, the opportunity to attend or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyparticipate; and (ixx) execute and deliver any additional instruments or agreements reasonably necessary to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable, and in any event no later than the Outside Date. No parties Neither party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest request of any Governmental Entity without the written consent of the other parties party to this Agreement. (b) Notwithstanding Section 5.8(a), which consent shall not be unreasonably withheld or delayed. Notwithstanding anything nothing in this Section 6.9(a), Parent Agreement shall not be required require Buyer to take, propose, negotiate, commit to, to or effect by consent decree, hold separate order, order or otherwise, the sale, divestiture, licensing or disposition of any assets assets, properties or businesses of Parent (Buyer or its Subsidiaries) Subsidiaries or the Company (or its Subsidiaries) the Company Subsidiaries or otherwise take or commit to take any actions action that limit Parentlimits Buyer’s or its Subsidiaries’ freedom of action with respect to, or their ability to retainretain or operate, any of the businesses, product lines or assets of Parent (Buyer or its Subsidiaries) Subsidiaries or the Company (or its the Company Subsidiaries). (bc) The Company During the period from the date of this Agreement and its Board continuing until the earlier of Directors shall the termination of this Agreement or the date that is the fourth (14th) use their reasonable best efforts to ensure that no state takeover statute Business Day following the expiration or similar statute or regulation is or becomes applicable to early termination of the waiting period under the HSR Act, except as required by this Agreement, Buyer and its Affiliates shall not, without the Offerprior written consent of Seller, enter into any transaction or permit any transaction to be entered into, that could reasonably be expected to prevent, prohibit or materially delay, hinder or impede the Merger prompt satisfaction of the conditions to Closing or Buyer’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the date that is the fourth (4th) Business Day following the expiration or early termination of the waiting period under the HSR Act, none of Buyer, its subsidiaries, or their respective Affiliates shall, and shall not cause any Person to, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) increase the risk of not obtaining (or delaying the other obtaining of) any authorizations, consents, orders, declarations or approvals of any Governmental Entity, or obtaining (or delaying the obtaining of) the expiration or termination of any waiting period under any applicable Law, in each case, necessary to consummate the transactions contemplated by this Agreement in the most expeditious manner practicable, and in any event no later than the tenth (210th) if Business Day prior to the Outside Date; or (ii) increase the risk of any state takeover statute Governmental Entity entering an order prohibiting or similar statute becomes applicable to this Agreement, delaying the Offer, the Merger or any consummation of the other transactions contemplated by this Agreement, use their reasonable best efforts or increase the risk of not being able to ensure that remove (or delaying the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable removal of) any such order on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute appeal or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreementotherwise.

Appropriate Actions. (a) Upon Through the Project Closing Date, subject to the terms and subject to the conditions set forth in this Agreementherein provided, including Article VIII, Section 1.2 and Section 3.3, the Company and Parent shall (and the Company shall cause its Subsidiaries to) each use their reasonable best efforts to promptly (i) take, or to cause to be taken, all actionsParties will, and will cause the respective Subsidiaries within their control to, use Commercially Reasonable Efforts to do, or to cause to be done, take all reasonable actions and to assist and cooperate with the other parties in doing do all reasonable things necessary, proper or advisable under applicable Law Applicable Laws, Contract or otherwise to consummate and make effective effective, as soon as reasonably practicable, the transactions contemplated by this Agreement; (ii) Contemplated Transactions, including the satisfaction of all conditions thereto set forth herein. Such actions shall include using their Commercially Reasonable Efforts to obtain from any Governmental Entities any actionsthe consents, authorizations and approvals of all non-actions, clearances, waivers, consents, approvals, permits or orders required governmental third parties and Governmental Authorities whose consent is reasonably necessary to be obtained by effectuate the Company or Parent or any of its Subsidiaries in connection with Contemplated Transactions (including the authorization, execution, delivery Governmental Conditions and performance of this Agreement Third-Party Conditions) and the consummation of the transactions contemplated hereby; (iii) to reasonably promptly make all registrations, necessary filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer any Related Agreement and the Merger Contemplated Transactions required under (A) any applicable federal Contract or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any communication received by such party from, or given by such party to, any Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ix) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries). (b) The Company All filings, applications, notices, analyses, appearances, presentations, memoranda, submissions, briefs, arguments, opinions and its Board proposals made or submitted by or on behalf of Directors any Party before any regulatory authority in connection with the approval of the Contemplated Transactions (except with respect to Taxes) shall require the joint approval and be under the joint control of EME and the Purchaser, acting with the advice of their respective counsel, it being the intent that EME (1on behalf of all Seller Parties) use their reasonable best efforts to ensure and the Purchaser (on behalf of all Purchaser Parties) will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such filing, application, notice, analysis, appearance, presentation, memorandum, submission, brief, argument, opinion and proposal; provided that no state takeover statute in the event of a disagreement concerning any such filing, application, notice, analysis, appearance, presentation, memorandum, brief, argument, opinion or similar statute or regulation is or becomes applicable to this Agreementproposal, the Offerdeterminations of EME shall be controlling; and provided, further, that nothing will prevent a Party from responding to or complying with a subpoena or other legal process as required by Applicable Law or submitting factual information in response to a request therefor. EME shall provide to the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this AgreementPurchaser, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use their reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on Purchaser shall provide to EME, copies of all written communications with Governmental Authorities relating to the terms contemplated by this Agreement and otherwise to minimize the effect approval or disapproval of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions.

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its their applicable Subsidiaries to) each use their its respective commercially reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement in the most expeditious manner practicable; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent Purchaser or any of its their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions (“Filings”) (in each case, promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to this Agreementthe transactions contemplated hereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust lawslaws (except as otherwise agreed by the parties, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will Filings shall be made as promptly as practicable no later than ten (10) Business Days after the date of this Agreement) and (B) any other applicable Law; (iv) furnish all information reasonably required for any application or other filing Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other party in connection with any Filings (including, to provide copies of all such Filings to outside counsel for the non-filing party and, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party); (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding Proceeding by a private party, in each case case, relating to the transactions contemplated by this Agreement; (vivii) permit provide the other parties to review party with prior notice of any written communication delivered to with, and any proposed understanding, undertaking or agreement with, any Governmental Entity relating to the transactions contemplated by this Agreement or regarding any such Filings; (viii) consult and cooperate with each other party in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private or on behalf of any party in connection with proceedings relating theretoto or arising out of such Filings; (viiix) obtain all necessary consents, approvals or waivers from under Contracts with third parties; parties (provided that none of neither the Company, Parent or Merger Sub Company nor Purchaser shall be required to make any payment payments to any such third parties or concede anything of value to obtain such consents, approvals or waivers); (viiix) avoid the entry of, or have vacated or terminated, any decree, order, or judgment Judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ixxi) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreementhereby. No parties Neither party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties party to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries). (b) Except with respect to Section 6.17, notwithstanding Sections 6.7(a), 6.7(c) and 6.7(d) or any other provision of this Agreement, (i) nothing contained in this Agreement shall obligate or require Purchaser or its Affiliates to agree or otherwise be required to sell, divest, or otherwise dispose of, license, or hold separate or otherwise materially restrict the use or operation of all or any portion of Purchaser’s or the Intel Companies’ businesses, operations, assets or product lines (or any combination thereof) or (ii) in connection with resolving any concerns of Governmental Entities in connection with the actions addressed in Section 6.7(a) or 6.7(c), the Company shall not obligate itself, without Purchaser’s prior written consent (which may be withheld in Purchaser’s sole discretion) to sell, divest, or otherwise dispose of, license, hold separate, or otherwise materially restrict the use or operation of all or any portion of the Transferred Companies’ businesses, operations, assets or product lines (or any combination thereof). (c) The Company and its Board Purchaser agree that promptly after the execution of Directors shall (1) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offerthey will submit a joint filing and any requested supplemental information (collectively, the Merger or any of “Joint Filing”) to CFIUS pursuant to 31 C.F.R. Part 800 with regard to the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company and Purchaser each agree promptly to provide to the other all requisite information in order for the parties to complete preparation and submission of the Joint Filing in accordance with this Section 6.7(c). Each of Purchaser and the Company will keep the other party generally apprised of developments with CFIUS and any interested U.S. Government agency with regard to the Joint Filing. Requests for supplemental information from any interested U.S. Government agency pertaining to the Company or any of the Transferred Companies in connection with the Joint Filing shall be coordinated in advance between Purchaser and the Company, provided that the Company shall promptly cooperate with Purchaser to ensure a timely response to such request in compliance with applicable regulations and, in any event, Company shall furnish to Purchaser within one (1) Business Day from receipt of the request all requested information pertaining to, accessible to, or within the control of, the Company. Each of Purchaser and the Company shall use their its reasonable best efforts to ensure that secure favorable action by CFIUS with respect to the OfferJoint Filing. (d) After the Closing Date, the Merger each of Purchaser and the Company shall use its reasonable efforts from time to time to execute and deliver at the reasonable request of the other party such additional documents and instruments, and to take, or refrain from taking, such other actions, as may be reasonably required to give effect to this Agreement and the transactions contemplated hereby. (e) At the Company’s request, from the date hereof until the closing of the transactions contemplated by the Merger Agreement, Purchaser shall negotiate in good faith with the Company and SecureMetrics, Inc., a California corporation and an Affiliate of the Company (“SecureMetrics”), in connection with the novation of the Contract set forth in Section 6.7(e) of the Company Disclosure Schedule (“Novation Contract”) from SecureMetrics to SpecTal, provided, however, that Purchaser’s obligations under this Agreement Section 6.7(e) shall be subject to (i) the Company and SecureMetrics providing Purchaser with such information and documentation in their possession (subject to Section 6.3) regarding the Novation Contract as it may be consummated as promptly as practicable on reasonably request in order to conduct a customary due diligence investigation of the terms contemplated by this Agreement Novation Contract and otherwise to minimize its performance, and (ii) the effect results of such statute or regulation on this Agreementdue diligence investigation by Purchaser being reasonably satisfactory to Purchaser. Purchaser shall have a period of 30 days beginning at such time as such information in respect of the Novation Contract has been provided to Purchaser to determine whether it shall accept the novation of the Novation Contract (it being understood that following such 30-day period, the Offer, Company shall be permitted to novate to any Person or take any other action in respect of the Merger and the other transactions contemplated by this AgreementNovation Contract).

Appropriate Actions. (a) Upon the terms and subject Subject to the conditions set forth in this AgreementSection 5.6, each of the Company and Parent shall (and the Company shall cause its Subsidiaries to) each use their commercially reasonable best efforts to promptly (iA) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any communication received by such party from, or given by such party to, any Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ix) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries). (b) The Company and its Board of Directors shall (1) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use their reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on reasonably practicable, (B) obtain from Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the terms contemplated Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Authority (including, without limitation, those in connection with Antitrust Laws), in connection with the authorization, execution and delivery of this Agreement and otherwise the consummation of the Merger and the other transactions contemplated herein, (C) make or cause to minimize be made the effect applications or filings required to be made by Parent or the Company or any of their respective Subsidiaries under or with respect to the HSR Act or any other Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated herein, and to pay any fees due of it in connection with such statute applications or regulation on this Agreementfilings, as promptly as is reasonably practicable, and in any event within ten (10) Business Days after the date hereof, (D) comply at the earliest practicable date with any request under or with respect to the HSR Act and any such other Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission, the Offer, Department of Justice or any other Governmental Authority in connection with such applications or filings or the Merger and the other transactions contemplated by this Agreement and (E) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested by the other party in connection with, making (1) any filing under or with respect to the HSR Act or any such other Laws, and (2) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Authority. Each of the Company and Parent shall, and shall cause their respective affiliates to, furnish to the other party all information necessary for any such application or other filing to be made in connection with the Merger or other transactions contemplated by this Agreement. Each of the Company and Parent shall promptly inform the other of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. If a party hereto desires to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry, then such party shall give the other party reasonable prior notice of such meeting and the opportunity to participate in such meeting. The parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings under or relating to any such application or filing.

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreementherein, the Company and Parent each Party shall (and the Company shall cause its Subsidiaries toapplicable controlled Affiliates and direct its non-controlled Affiliates to (including, in the case of Buyer, the Guarantors)) each use their its respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable; (ii) obtain from any Governmental Entities Entity any actions, non-actions, clearances, waivers, consents, approvals, permits permits, licenses or orders required to be obtained obtained, or deliver to any Governmental Entity any notices required to be delivered (including, in the case of Seller, in respect of the Consent Order), by the Company Seller or Parent Buyer or any of its Subsidiaries their respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby as promptly as practicable; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions which promptly after the date hereof) that are necessary or advisable, and thereafter and, thereafter, promptly make any other required submissions, submissions and responses with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law act in connection good faith and reasonably cooperate with the transactions contemplated by this Agreement; (v) other Party and keep the such other party Party informed in all material respects of any material communication received by such party Party from, or given by such party toParty to (with prior written notice to the other Party), any Governmental Entity and of any material communication received or given in connection with any proceeding by a private partyany other Person, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements, including providing copies of all such communications to the other Party and, if requested by another Party, considering in good faith all reasonable additions, deletions or changes suggested by such other Party (in each case, unless prohibited by Law or at the request or requirement of a Governmental Entity); (v) not participate independently in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving such other Party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate; and (vi) consult and cooperate with the other Party in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none on behalf of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal Party in connection with proceedings, whether judicial reviews or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and investigations by any Governmental Entity in connection with any Governmental Filing. (ixb) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No parties to this Agreement Neither Party shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest request of any Governmental Entity without the prior written consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries)Party. (bc) The Company Buyer will not (and will cause its Board controlled Affiliates not to) acquire any business or assets that could reasonably be expected to (w) preclude, prevent, materially delay, materially impair or significantly increase the risk of Directors shall not obtaining (1or the delay of obtaining) use their reasonable best efforts any action, non-action, clearance, waiver, approval, permit, license or order required to ensure that no state takeover statute be obtained by Seller or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger Buyer or any of their respective Affiliates from any Governmental Entity necessary or required to consummate any Closing, or delay the other expiration or termination of any applicable waiting period, (x) significantly increase the risk of any Governmental Entity entering an order or decree prohibiting the consummation of the transactions contemplated by this Agreement and or the Ancillary Agreements, (2y) if significantly increase the risk of not being able to remove any state takeover statute such order or similar statute becomes applicable to this Agreementdecree on appeal or otherwise or (z) prevent or materially delay, the Offer, the Merger impair or impede any of the other transactions contemplated by this Agreement, use their reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this AgreementClosing.

Appropriate Actions. (ai) Upon the terms and subject Subject to the conditions set forth in this Agreementprovisions of Sections 5.5 and 5.6 regarding superior proposals, the Company PSI and Parent PMR shall (and the Company shall cause its Subsidiaries to) each use their reasonable best efforts to promptly (iA) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or orders required to be obtained or made by the Company PMR or Parent PSI or any of its Subsidiaries their Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; herein, including, without limitation, the Merger, and (iii) make all registrations, necessary filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (Ax) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (By) the HSR Act and any other applicable antitrust laws, and (Cz) any other applicable Law; provided, however, PROVIDED that the Company PMR and Parent will PSI shall cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments documents to outside counsel for the non-filing party and including the timing of the initial filingsits advisors prior to filing and, which will be made as promptly as practicable after the date of this Agreement; (iv) if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. PSI and PMR shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of . PSI and PMR shall not take any communication received by such party fromaction, or given by such party torefrain from taking any action, any Governmental Entity the effect of which would be to delay or impede the ability of PSI and of any communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ix) execute and deliver any additional instruments necessary PMR to consummate the transactions contemplated by this Agreement. No . (ii) Each of the parties hereto agrees, and shall cause each of its respective Subsidiaries to this Agreement shall consent cooperate and to use their respective reasonable best efforts to obtain any government clearances required for completion of the transactions (including compliance with the HSR Act), to respond to any voluntary delay of government requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "ORDER") that restricts, prevents or prohibits the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries). (b) The Company and its Board of Directors shall (1) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each of the parties hereto also agrees to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the Merger: entering into negotiations; providing information; substantially complying with any second request for information pursuant to the HSR Act; making proposals; and entering into and performing agreements or submitting to judicial or administrative orders. The parties hereto will consult and cooperate with one another, use their reasonable best efforts and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to ensure the HSR Act or any other federal, state or foreign antitrust or fair trade law. Each party shall promptly notify the other party of any communication to that the Offerparty from any Governmental Entity in connection with any required filing with, or approval or review by, such Governmental Entity in connection with the Merger and permit the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise party to minimize the effect review in advance any such proposed communication to any Governmental Entity. Neither party shall agree to participate in any meeting with any Governmental Entity in respect of any such statute filings, investigation or regulation on this Agreement, the Offer, the Merger and other inquiry unless it consults with the other transactions contemplated party in advance and, to the extent permitted by this Agreement.such Governmental Entity, gives the other party the opportunity to attend and participate thereat. 62

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its their applicable Subsidiaries to) each use their its respective reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementTransactions in the most expeditious manner practicable; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions (“Filings”) (in each case, promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to the transactions contemplated by this Agreement, the Offer and the Merger required under Agreement including (A) any applicable federal or state securities Laws, (B) those required under the HSR Act and any such other applicable antitrust lawsforeign antitrust, and competition or merger control Law, as listed on Annex A (C) any other applicable Law; providedexcept as otherwise agreed by the parties, however, that such Filings under the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will HSR Act shall be made as promptly as practicable no later than ten (10) Business Days after the date of this Agreement, and such foreign Filings shall be made no later than twenty (20) Business Days after the date of this Agreement), except any foreign Filings that must be filed by an earlier date (B) the actions with respect to CFIUS and FOCI mitigation described in Section 6.9(c), and (C) Filings required under any other applicable Law, including submission of notification of the transactions contemplated by this Agreement to the United States Department of State at least sixty (60) days in advance of Closing pursuant to 22 C.F.R. § 122.4(b); (iv) furnish all information reasonably required for any application or other filing Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other parties in connection with any Filings (including to provide copies of all such Filings to outside counsel for the non-filing party and, if requested by the other party, to consider in good faith all reasonable additions, deletions or changes suggested by the other party); (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case case, relating to the transactions contemplated by this Agreement; (vivii) permit provide the other parties to review prior notice of any written communication delivered to with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any Filings; (viii) consult and cooperate with each other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings relating to or arising out of the Filings; (ix) not participate independently in any meeting, primarily relating to the transactions contemplated by this Agreement or in connection and involving any substantive conversation, with any proceeding Governmental Entity in respect of any such Filings or any investigations or other inquiries relating thereto without giving the other parties prior notice of the meeting or conversation and, unless prohibited by a private party relating theretosuch Governmental Entity, the opportunity to attend or participate; (viix) obtain all necessary consents, approvals or waivers from under Contracts with third parties; parties (provided that none of the Company, Parent or Merger Sub shall be required to make any payment payments to any such third parties or concede anything of value to obtain such consents, approvals or waivers); (viiixi) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including vigorously defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (xii) in the case of the Company only, (A) obtain novation or termination of each contract (including those contracts listed in Section 6.9(a) of the Company Disclosure Schedule) performed at a Company facility other than the Arlington, Virginia facility (“Other Facilities”) that would involve access to classified information, or that would require the Company to hold a Facility Security Clearance (“FCL”) or any of the Company’s personnel to hold a Personnel Security Clearances (“PCL”) (a “6.9(a)(1) Contract”), (B) terminate all FCLs and related PCLs at all Other Facilities pursuant to Section 2-110 of the NISPOM, (C) receive written confirmation that each such FCL and related PCL was terminated and (ixD) obtain the assignment or termination of the contract set forth on Section 6.9(a)(2) of the Company Disclosure Schedule; and (xiii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreementhereby. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which it being understood that withdrawal of a Filing and subsequent refiling thereof by a party shall require the consent shall not be unreasonably withheld or delayed. of the other party. (b) Notwithstanding anything in this Section 6.9(a), or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or, subject to the terms of Section 6.9(c), agree to any restriction on its business, and nothing in this Section 6.9 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 8.1 so long as such party has up to then complied in all material respects with its obligations under this Section 6.9, or (ii) require Parent to offer, accept or agree to (A) sell, divest, dispose of, or, subject to the terms of Section 6.9(c), hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, and/or (C) subject to the terms of Section 6.9(c), restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world. Notwithstanding anything to the contrary contained herein, Parent and/or Merger Sub shall not be required to takeagree to sell, proposedivest, negotiatedispose of or, commit to, or effect by consent decreesubject to the terms of Section 6.9(c), hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses businesses, or, subject to the terms of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or Section 6.9(c), otherwise take or commit to take any actions action that could reasonably be expected to limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any one or more of the Company’s businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries)assets. (bc) The Company In connection with and its Board of Directors shall (1) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to without limiting anything in this Agreement, as soon as practicable after the Offerdate hereof, Parent and the Merger or any Company shall prepare, prefile and file with CFIUS a joint voluntary notice of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable hereby pursuant to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use their reasonable best efforts to ensure that the Offer, the Merger Exon-Xxxxxx. Parent and the other transactions contemplated Company shall each, to their fullest ability, provide CFIUS with any additional or supplemental information requested by this Agreement may be consummated as promptly as practicable on CFIUS or its member agencies during the Exon-Xxxxxx review process. Subject to the terms contemplated by and conditions set forth in this Agreement and otherwise to minimize the effect of such statute or regulation on this AgreementSection 6.9(c), the Offer, the Merger Parent and the other transactions contemplated by this Agreement.Company, in cooperation with each other, shall each use

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its Subsidiaries applicable Affiliates to) each use their its respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties hereto and their respective Affiliates in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable; (ii) subject to Section 5.7(b) and Section 5.7(c), obtain from any Governmental Entities Entity any actions, non-actions, approvals, clearances, waivers, consentspermits, approvals, permits licenses or orders required to be obtained by the Company Seller or Parent Buyer or any of its Subsidiaries their Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions promptly after the date of this Agreement unless filed prior to the date hereof) which are necessary or advisable, and thereafter promptly make any other required submissions, submissions and responses with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable foreign competition or antitrust lawsLaw (such Governmental Filings required under the HSR Act shall be made no later than twenty (20) Business Days after the date of this Agreement; with respect to Governmental Filings required under any applicable foreign competition or antitrust Law, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made parties hereto shall use its respective reasonable best efforts to file as promptly as practicable after the date of this Agreementhereof) and (B) any other Law; (iv) furnish all information reasonably required for any application or other filing Governmental Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other parties hereto in connection with any Governmental Filings (including providing copies of all such Governmental Filings to outside counsel for the non-filing party) and, if requested by another party hereto, to consider in good faith all reasonable additions, deletions or changes suggested by such other party hereto; (vi) to the extent reasonably practicable, provide the other parties with prior notice of any substantive communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such Governmental Filings (unless prohibited by Law); (vii) keep the such other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity case, relating to the transactions contemplated by this Agreement or and the Ancillary Agreements (unless prohibited by Law); (viii) reasonably consult cooperate with each other party hereto in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by a private or on behalf of either party hereto in connection with proceedings relating theretoto or arising out of such Governmental Filings and consider in good faith any reasonable comments such other party may have in such submissions; (viiix) obtain all necessary consentsnot participate independently in any meeting, approvals or waivers from third parties; provided that none engage in any substantive conversation, with any Governmental Entity in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving such other party prior notice of the Companymeeting or conversation and, Parent unless prohibited by such Governmental Entity, the opportunity to attend or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consentsparticipate; and (viiix) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated herebyhereby and the Ancillary Agreements, including vigorously defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby, except as otherwise provided in Section 5.7(a) of the Seller Disclosure Letter; provided, in each case, that each party need not disclose to any other party, and (ix) execute and deliver may redact from any additional instruments necessary information otherwise required to consummate the transactions contemplated by this Agreement. No parties be provided to another party or its counsel pursuant to this Agreement Section 5.7(a), any (x) personally identifiable information of any individual or (y) information that constitutes “confidential supervisory information”, and may disclose commercially sensitive information of Buyer, Seller, or any of their respective Affiliates (other than information primarily related to the Business) only to outside counsel for the other party and designate such information for treatment as “outside counsel only”. Neither party shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity by this Agreement without the prior written consent of the other parties to this Agreement, which party (such other party’s consent shall not be unreasonably withheld withheld, delayed or delayed. Notwithstanding anything conditioned). (b) Each party shall cooperate, and Buyer shall and shall cause its Affiliates to use reasonable best efforts, to take any and all steps, and to make any and all undertakings, necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Laws that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the consummation of the transactions contemplated hereby and thereby to occur as soon as reasonably possible (and in this Section 6.9(aany event, no later than the Outside Date), Parent shall not be required including proposing, negotiating, committing to takeand effecting, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiarieslicensing of assets) or the Company (of Buyer or its SubsidiariesAffiliates, in each case, as may be required in order to avoid the adoption or entry of, or to effect the dissolution or lifting of, any decisions, injunction, temporary restraining order, or other order in any suit or proceeding (whether temporary, preliminary or permanent). (b) The Company and its Board , which would otherwise have the effect of Directors shall (1) use their reasonable best efforts to ensure that no state takeover statute preventing or similar statute or regulation is or becomes applicable to this Agreement, delaying the Offer, the Merger or any consummation of the other transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Buyer and its Affiliates shall have no obligation to sell, divest, dispose or license any assets of (2I) the Retirement and Income Solutions business or (II) the Business, in each case, if the impact of such sale, divestiture, disposal or license would reasonably be expected to be materially financially burdensome to the business, operations, financial condition or results of the Retirement and Income Solutions business, in the case of subclause (I), or the Business measured as of December 31, 2018, in the case of subclause (II). (c) In addition, Buyer shall not, and shall not permit any state takeover statute of its Affiliates to, acquire or similar statute becomes applicable agree to this Agreementacquire by merging or consolidating with, or by purchasing a substantial portion of the Offerassets of or equity in, the Merger or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the other transactions contemplated by this Agreementconsummation of, use their reasonable best efforts such acquisition, merger, consolidation could reasonably be expected to ensure that (i) impose any delay in the Offerobtaining of, or significantly increase the Merger and risk of not obtaining, any actions, non-actions, approvals, clearances, waivers, permits, licenses or orders of any Governmental Entity necessary to consummate the other transactions contemplated by this Agreement may be consummated as promptly as practicable on and the terms Ancillary Agreements, or delay the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement and or the Ancillary Agreements, (iii) significantly increase the risk of not being able to remove any such order on appeal or otherwise to minimize or (iv) delay or prevent the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this AgreementClosing.