Common use of Avoidance of Impediments Clause in Contracts

Avoidance of Impediments. In furtherance and not in limitation of the other covenants in this Section 6.2, if and to the extent necessary to obtain the termination or expiration of the HSR waiting period applicable to the Merger pursuant to the HSR Act as promptly as practicable, each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable) offer, negotiate, commit to and effect, and take all actions necessary to avoid or eliminate each and every impediment under the HSR Act, including (i) the sale, divestiture, transfer, license, disposition, or holding separate, of any and all of the capital stock or other equity interests, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; and (iv) any other restrictions on the activities of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries (any such action or limitation described in clauses (i) through (iv), a “Restriction”); provided, that (A) nothing in this Section 6.2 shall require (1) Parent or the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or (2) Parent to offer, commit to or effect any Restriction that, individually or in the aggregate with all other Restrictions, would have a material adverse effect on Parent; provided, that for the purpose of this clause (2), Parent shall be deemed to be a company of the size of the Company and its Subsidiaries, taken as a whole, and (B) in no event shall the Company or its Subsidiaries agree to any Restriction relating to any consents, approvals or clearances under any Antitrust Law required to be obtained by the Parties in connection with the Merger without the prior written consent of Parent. Parent shall use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority that could restrain, prevent or delay any required consents applicable to the Merger, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Authority.

Avoidance of Impediments. In furtherance and not in limitation of the other covenants in this Section 6.2, if and to the extent necessary to obtain as promptly as practicable (but in any event prior to the Termination Date) the expiration or termination of any waiting periods, or expiration other clearance, consent, approval or waiver, of the HSR waiting period applicable to the Merger pursuant to the HSR Act as promptly as practicableand the Antitrust Laws and the Foreign Investment Laws set forth in Section 6.2(b) of the Company Disclosure Letter and to allow the Transactions to be consummated, each of Parent, Kaseya Parent and Merger Sub shall (and shall cause their respective Affiliates toSubsidiaries shall propose, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and shall take all actions necessary to avoid obtain the expiration or eliminate each termination of any waiting periods, and every impediment all clearances, consents, approvals and waivers under the HSR Act, Act and the Antitrust Laws and the Foreign Investment Laws set forth in Section 6.2(b) of the Company Disclosure Letter including (i) the sale, divestiture, transfer, license, disposition, or holding separatehold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity interestsor voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Kaseya Parent and Merger Sub (and their respective Affiliates, if applicable) its Subsidiaries or of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Kaseya Parent and Merger Sub (and their respective Affiliates, if applicable) its Subsidiaries or of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Kaseya Parent and Merger Sub (and their respective Affiliates, if applicable) its Subsidiaries or of the Company and its Subsidiaries; and (iv) any other restrictions on the activities of Kaseya Parent and Merger Sub (its Subsidiaries or of the Company and their respective Affiliatesits Subsidiaries, if applicable) including the freedom of action of Kaseya Parent and its Subsidiaries or of the Company and its Subsidiaries (any such with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or limitation described businesses to be acquired pursuant to this Agreement, in clauses (i) through (iv)each case, on a “Restriction”); provided, that (A) nothing sufficiently prompt basis in this Section 6.2 shall require (1) Parent or the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or (2) Parent to offer, commit to or effect any Restriction that, individually or in the aggregate with all other Restrictions, would have a material adverse effect on Parent; provided, that order for the purpose of this clause (2), Parent shall be deemed Transactions to be a company of consummated prior to the size of the Company Termination Date. Parent, Kaseya Parent and its Subsidiariestheir respective Subsidiaries shall, taken as a whole, and (B) in no event shall the Company or its Subsidiaries agree to any Restriction relating to any consents, approvals or clearances under any Antitrust Law required to be obtained by the Parties in connection with the Merger without the prior written consent of Parent. Parent shall use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority that could restrain, prevent or delay the expiration or termination of any required consents applicable to waiting periods, or obtaining any clearances, consents, approvals and waivers under the MergerHSR Act and the Antitrust Laws and the Foreign Investment Laws set forth in Section 6.2(b) of the Company Disclosure Letter, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Authority, it being understood that the costs and expenses of all such actions shall be borne by Parent. Notwithstanding the foregoing or any other provision of this Agreement, none of Parent, the Company or any of their respective Affiliates shall be required to agree to any sale, divestiture, transfer, license, disposition or hold separate of, or to any prohibition of or any limitation on the acquisition, ownership, operation, effective control or exercise of full rights of ownership, or other modification of rights in respect of, any assets, properties or businesses of Parent or the Company or any of their respective Subsidiaries that, in each case, is not conditioned on the consummation of the Transactions. In furtherance and not in limitation of the foregoing, if Parent requests the Company or any of its Subsidiaries to divest or otherwise dispose of an asset or assets (including any business line or segment), the Company shall furnish to Parent such information regarding the sale, license or other disposition of such assets reasonably requested by Parent and the Company shall reasonably participate and cooperate in any requested sale, license or other disposition, subject to customary protections for the protection of the Company’s confidential information and to the condition specified in the previous sentence at Parent’s sole cost and expense.

Avoidance of Impediments. In furtherance and not in limitation of the other covenants in this Section 6.2, if and to the extent necessary to obtain the expiration or termination or expiration of the HSR any applicable waiting period applicable to the Merger periods pursuant to the HSR Act and any other Antitrust Laws applicable to this Agreement or the Transactions or clearance of the Transactions pursuant to any other Laws applicable to this Agreement or the Transactions as promptly as practicablepracticable and in any event prior to the Termination Date, each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment under the HSR ActAct and any other Antitrust Laws, including (i) the sale, divestiture, transfer, license, disposition, disposition or holding separateseparate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity interestsor voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; and (iv) any other restrictions on the activities of the Company and its Subsidiaries, including the freedom of action of the Company and its Subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests or any other restriction on the activities of Parent and Merger Sub (and their respective Affiliates, if applicable) customarily associated with a sale or divestiture of assets (to the extent in connection with the divestiture of assets of the Company and or its Subsidiaries Subsidiaries) (any such action or limitation described in clauses (i) through (iv), a “Restriction”); provided, provided that (A) nothing in this Section 6.2 6.2(c) shall require (1) Parent or any of its Subsidiaries or the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or Closing, (2) Parent or any of its Subsidiaries or the Company or any of its Subsidiaries to offer, commit to or effect any Restriction that, individually or in the aggregate with all other Restrictions, would have a be material adverse effect on Parent; provided, that for (including with respect to the purpose number of this clause (2), Parent shall be deemed restaurants owned by the Company and its Subsidiaries or the revenue expected to be a company of generated by the size of Company and its Subsidiaries) to the Company and its Subsidiaries, taken as a wholewhole (without giving effect to the Merger) or (3) Parent or any of its Affiliates to take, accept or agree to any Restriction other than (x) solely with respect to the Company and its Subsidiaries or (y) customarily associated with a sale or divestiture of assets (to the extent in connection with the divestiture of assets of the Company or its Subsidiaries); and (B) in no event shall the Company or its Subsidiaries agree to any Restriction relating to any consents, approvals or clearances under any Antitrust Law required to be obtained by the Parties in connection with the Merger Transactions without the prior written consent of Parent. Parent Notwithstanding the foregoing, nothing in this Agreement shall use require the Company or any of its reasonable best efforts Subsidiaries or Affiliates to oppose enter into any request foragreement or consent decree with the DOJ, the entry of, and seek to have vacated FTC or terminated, any order, judgment, decree, injunction or ruling of any other Governmental Authority that could restrain, prevent or delay any required consents applicable is unrelated to the Merger, including by defending through litigation, any action asserted by any Person in any court Transactions or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Authorityis not conditioned on the Closing.

Avoidance of Impediments. In furtherance and not in limitation of the other covenants in this Section 6.2, if and to the extent necessary to obtain the termination avoid or expiration of the HSR waiting period eliminate each and every impediment under any Antitrust Law and any other Laws applicable to the Merger pursuant to the HSR Act as promptly as practicable, each of Parent and Merger Sub Entity shall (and shall cause their respective Affiliates Subsidiaries to, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act, Act and any other Laws including (i) the sale, divestiture, transfer, license, disposition, or holding separatehold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity interestsor voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of the Parent and Merger Sub Entities (and their respective AffiliatesSubsidiaries, if applicable) or of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of the Parent and Merger Sub Entities (and their respective AffiliatesSubsidiaries, if applicable) or of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of the Parent and Merger Sub Entities (and their respective AffiliatesSubsidiaries, if applicable) or of the Company and its Subsidiaries; and (iv) any other restrictions on the activities of the Parent and Merger Sub Entities (and their respective AffiliatesSubsidiaries, if applicable) or of the Company and its Subsidiaries, including the freedom of action of the Parent Entities (and their respective Subsidiaries, if applicable) or of the Company and its Subsidiaries (any such with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or limitation described in clauses (i) through (iv), a “Restriction”); provided, that (A) nothing in this Section 6.2 shall require (1) Parent or the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or (2) Parent to offer, commit to or effect any Restriction that, individually or in the aggregate with all other Restrictions, would have a material adverse effect on Parent; provided, that for the purpose of this clause (2), Parent shall be deemed businesses to be a company of the size of the Company and its Subsidiaries, taken as a whole, and (B) in no event shall the Company or its Subsidiaries agree acquired pursuant to any Restriction relating to any consents, approvals or clearances under any Antitrust Law required to be obtained by the Parties in connection with the Merger without the prior written consent of Parentthis Agreement. Parent shall use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority that could restrain, prevent or delay any required consents applicable to the Merger, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Authority, it being understood that the costs and expenses of all such actions shall borne by the party incurring such costs and expenses, whether or not the Merger is consummated, except that the fees for the Parties’ filings required under the HSR Act shall be borne by Parent. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries or Affiliates to enter into any agreement or consent decree with the DOJ, FTC or any other Governmental Authority that is not conditioned on the Closing (provided that Parent may compel the Company to enter into any such agreement or consent decree if they are conditioned on the Closing).

Avoidance of Impediments. In furtherance and not in limitation of Notwithstanding anything to the other covenants contrary in this Section 6.2Agreement, if and to the extent necessary to obtain the termination or expiration of the HSR waiting period applicable to the Merger pursuant to the HSR Act as promptly as practicable, each of Parent and Merger Sub shall (and shall cause their respective Affiliates not be required to, if applicable) and the Company shall not, without consent of Parent, offer, negotiate, commit to and or effect, and take all actions necessary to avoid by consent decree, hold separate order or eliminate each and every impediment under the HSR Actotherwise, including (i) the sale, divestiture, transfer, license, disposition, or holding separatehold separate (through the establishment of a trust or otherwise), of any and or all of the capital stock or other equity interestsor voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent and Merger Sub (and or their respective Affiliates, if applicable) or of the Company and or its Subsidiaries; and (iv) any other restrictions on the activities of Parent or Merger Sub (and their respective Affiliates, if applicable) or of the Company or its Subsidiaries, including the freedom of action of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company or its Subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement, in each of the foregoing clauses (i)-(iv), other than such actions the effects of which are de minimis in the aggregate to Parent and its Subsidiaries (any such action or limitation described in clauses (i) through (iv), a “Restriction”); provided, that (A) nothing in this Section 6.2 shall require (1) Parent or the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or (2) Parent to offer, commit to or effect any Restriction that, individually or in the aggregate with all other Restrictions, would have a material adverse effect on Parent; provided, that for the purpose of this clause (2), Parent shall be deemed to be a company of the size of the Company and its Subsidiaries, taken as a whole, and (B) in no event shall whole after giving effect to the Company or its Subsidiaries agree to any Restriction relating to any consents, approvals or clearances under any Antitrust Law required to be obtained by the Parties in connection with the Merger without the prior written consent of ParentTransactions. Parent shall use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority that could restrain, prevent or delay any required consents applicable to the Merger, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Authority.

Avoidance of Impediments. In furtherance and not in limitation of the other covenants in this Section 6.2, if and to the extent necessary to obtain the termination or expiration of the HSR clearances, consents, approvals, waivers, actions, waiting period applicable to the Merger expirations or terminations, non-actions or other authorizations pursuant to the HSR Act or relating to Foreign Regulatory Consents applicable to the Merger, and to avoid or eliminate each and every impediment under the HSR Act and relating to Foreign Regulatory Consents applicable to the Merger as promptly as practicablepracticable and in any event at least three Business Days prior to the Termination Date, each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act, Act and relating to Foreign Regulatory Consents including (i) the sale, divestiture, transfer, license, disposition, or holding separatehold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity interestsor voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (Parent, the Company and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent and Merger Sub (Parent, the Company and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent and Merger Sub (Parent, the Company and their respective AffiliatesSubsidiaries, if applicable) or of the Company and its Subsidiaries; and (iv) any other restrictions on the activities of Parent Parent, the Company and their respective Subsidiaries, in each case, so as to allow the consummation of the Merger Sub (as soon as practicable, and in any event, at least three Business Days prior to the Termination Date; provided, however, that nothing in this Agreement shall require Parent, Merger Sub, and their respective Affiliates, if applicable) or of and the Company and its Subsidiaries (any such action or limitation described in clauses (i) through (iv)shall not, a “Restriction”); provided, that (A) nothing in this Section 6.2 shall require (1) Parent or the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or (2) Parent to offer, commit to or effect any Restriction that, individually or in the aggregate with all other Restrictions, would have a material adverse effect on Parent; provided, that for the purpose of this clause (2), Parent shall be deemed to be a company of the size of the Company and its Subsidiaries, taken as a whole, and (B) in no event shall the Company or its Subsidiaries agree to any Restriction relating to any consents, approvals or clearances under any Antitrust Law required to be obtained by the Parties in connection with the Merger without the prior written consent of Parent, commit to or effect any action (x) with respect to the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Affiliates of Parent or Merger Sub (other than Parent and Merger Sub), or (y) that, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect to the business, financial condition or results of operations of Parent, the Company and their respective Subsidiaries, taken as a whole. Parent shall use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority that could would restrain, prevent or delay any required consents consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Authority, and in the event that this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(c), Parent shall reimburse the Company for the costs and expenses of all such actions, up to an aggregate amount of $5 million. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries or Affiliates to enter into any agreement or consent decree with the DOJ, FTC or any other Governmental Authority that is not conditioned on the Closing.

Avoidance of Impediments. In furtherance and not in limitation of the other covenants in this Section 6.2, if and to the extent necessary to obtain the termination or expiration of the HSR clearances, consents, approvals, waivers, actions, waiting period applicable to the Merger expirations or terminations, non-actions or other authorizations pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, and to avoid or eliminate each and every impediment under the HSR Act and any Antitrust Law applicable to the Merger as promptly as practicablepracticable and in any event at least five Business Days prior to the Termination Date, each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions with respect to Parent, Merger Sub, and their respective Subsidiaries, if applicable, and of the Company and its Subsidiaries necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act, Act and any other Antitrust Laws including (i) the sale, divestiture, transfer, license, disposition, or holding separatehold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity interestsor voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Parent, Merger Sub (and their respective AffiliatesSubsidiaries, if applicable) or , and of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent and Parent, Merger Sub (Sub, and their respective AffiliatesSubsidiaries, if applicable) or , and of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent and Parent, Merger Sub (Sub, and their respective AffiliatesSubsidiaries, if applicable) or , and of the Company and its Subsidiaries; and (iv) any other restrictions on the activities of Parent and Parent, Merger Sub (Sub, and their respective AffiliatesSubsidiaries, if applicable) or , and of the Company and its Subsidiaries, including the freedom of action of Parent, Merger Sub, and their respective Subsidiaries, if applicable, and of the Company and its Subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement (any such action or limitation described in clauses each of (i) through to (iv), a “RestrictionRemedial Action”); providedin each case, that (A) so as to allow the consummation of the Merger as soon as practicable and, in any event, at least five Business Days prior to the Termination Date. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 6.2 or any other provision of this Agreement shall (i) require Parent to take or agree to take any Remedial Action with respect to any of Parent’s affiliates, including EQT AB, any investment funds or investment vehicles affiliated with, or managed or advised by, EQT AB or its affiliates or any portfolio company (1as such term is commonly understood in the private equity industry) Parent or investment of EQT AB or of any such investment fund or investment vehicle, or interest therein, in each case, other than with respect to the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or (2ii) require Parent or Merger Sub or any of Parent’s affiliates to offer, commit to or effect replace any Restriction that, individually or in the aggregate with all other Restrictions, would have a material adverse effect on Parent; provided, that for the purpose of this clause (2), Parent shall be deemed to be a company of the size Guarantors as the providers of the Company Equity Financing. Each of Parent, Merger Sub and its Subsidiaries, taken as a whole, and (B) in no event shall the Company or its Subsidiaries agree to any Restriction relating to any consents, approvals or clearances under any Antitrust Law required to be obtained by the Parties in connection with the Merger without the prior written consent of Parent. Parent shall use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling Order of any Governmental Authority that could restrain, prevent or delay any required consents consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order Order by any Governmental Authority. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries or Affiliates to enter into any agreement or consent decree with the DOJ, FTC or any other Governmental Authority that is not conditioned on the Closing.

Avoidance of Impediments. In furtherance and not in limitation of the other covenants in this Section 6.2, if and to the extent necessary to obtain the termination or expiration clearance of the HSR waiting period applicable to the Merger pursuant to the HSR Act and any other Laws applicable to the Merger as promptly as practicablepracticable and, in any event, prior to the Termination Date, each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment under the HSR ActAct and any other Laws, including (i) the sale, divestiture, transfer, license, disposition, or holding separatehold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity interestsor voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent and Merger Sub (and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; and (iv) any other restrictions on the activities of Parent and Merger Sub (or of the Company and their respective Affiliatesits Subsidiaries, if applicable) including the freedom of action of Parent and Merger Sub or of the Company and its Subsidiaries (any such with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or limitation described in clauses (i) through (iv), a “Restriction”); provided, that (A) nothing in this Section 6.2 shall require (1) Parent or the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or (2) Parent to offer, commit to or effect any Restriction that, individually or in the aggregate with all other Restrictions, would have a material adverse effect on Parent; provided, that for the purpose of this clause (2), Parent shall be deemed businesses to be a company of the size of the Company and its Subsidiaries, taken as a whole, and (B) in no event shall the Company or its Subsidiaries agree acquired pursuant to any Restriction relating to any consents, approvals or clearances under any Antitrust Law required to be obtained by the Parties in connection with the Merger without the prior written consent of Parentthis Agreement. Parent shall use secure all necessary authorizations, consents, orders, approvals, licenses, permits, and waivers of all Governmental Authorities that may be or become necessary for the performance of its reasonable best efforts obligations pursuant to this Agreement and to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority that could restrain, prevent or delay any required consents applicable to the Merger, including by defending through litigation, litigation any action asserted by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Authority, it being understood that the costs and expenses of all such actions shall be borne by Parent. Notwithstanding the foregoing, nothing in this Agreement shall require the Company, Parent, Merger Sub or any of their respective Affiliates to, and the Company and its Subsidiaries shall not without the prior written consent of Parent, (A) enter into any agreement or consent decree with the DOJ, FTC or any other Governmental Authority that is unrelated to the Merger or is not conditioned on the Closing or (B) take any action, or agree or commit to take any action, or agree to any condition or limitation contemplated by this Section 6.2 that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole.

Avoidance of Impediments. In furtherance and not in limitation of the other covenants in this Section 6.2, if and to the extent necessary to obtain the termination or expiration of the HSR clearances, consents, approvals, waivers, actions, waiting period applicable to the Merger expirations or terminations, non-actions or other authorizations pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law applicable to the Merger as promptly as practicablepracticable and in any event at least five Business Days prior to the Termination Date, each of Parent and Merger Sub shall (and the Company shall cause their respective Affiliates toif requested in writing by Parent, if applicableand shall not without such prior written consent of Parent) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act, Act and any Antitrust Law including (i) the sale, divestiture, transfer, license, disposition, or holding separatehold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity interestsor voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (Sub, and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent and Merger Sub (Sub, and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent and Merger Sub (Sub, and their respective Affiliates, if applicable) or of the Company and its Subsidiaries; and (iv) any other restrictions on the activities of Parent and Merger Sub (Sub, and their respective Affiliates, if applicable) or of the Company and its Subsidiaries (any such action or limitation described in clauses (i) through (iv), a “Restriction”); provided, that (A) nothing in this Section 6.2 shall require (1) Parent or the Company or any of its Subsidiaries to take, accept or agree to any Restriction unless the effectiveness of such Restriction is conditioned upon the Closing or (2) Parent to offer, commit to or effect any Restriction that, individually or in the aggregate with all other Restrictions, would have a material adverse effect on Parent; provided, that for the purpose of this clause (2), Parent shall be deemed to be a company of the size of the Company and its Subsidiaries, taken as a wholeincluding the freedom of action with respect to, or the ability to retain, one or more of the respective operations, divisions, businesses, product lines, customers, assets or rights or interests of Parent and Merger Sub, and (B) in no event shall of the Company and its Subsidiaries, or its Subsidiaries agree the freedom of action with respect to any Restriction relating to any consentsthe assets, approvals properties, or clearances under any Antitrust Law required businesses to be obtained by acquired pursuant to this Agreement; in each case, so as to allow the Parties in connection with consummation of the Merger as soon as practicable and, in any event, at least five Business Days prior to the Termination Date; provided that notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.2(b) or any other provision of this Agreement shall require or obligate Parent, Merger Sub, or any of Parent’s Affiliates or Subsidiaries to, and the Company shall not, without the prior written consent of Parent, agree or otherwise be required to, take any action, including any action contemplated by this Section 6.2(b), with respect to any of Parent’s Affiliates (excluding Merger Sub, but including (x) Blackstone Inc. (“Blackstone”) and any investment funds or investment vehicles affiliated with, or managed or advised by, Blackstone, and (y) any portfolio company (as such term is commonly understood in the private equity industry) or investment of Blackstone or of any such investment fund or investment vehicle), or any interest therein. Parent shall use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any orderOrder, judgment, decree, injunction or ruling of any Governmental Authority that could restrain, prevent or delay any required consents consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order Order by any Governmental Authority, it being understood that the costs and expenses of all such actions shall be borne by Parent. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries to enter into any agreement or consent decree with the DOJ, FTC or any other Governmental Authority that is not conditioned on the Closing.