Common use of Certain Filings Clause in Contracts

Certain Filings. The Company and Parent shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. The Each of the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company shall cooperate with one another (aA) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in promptly determining whether any action by filings are required to be or in respect ofshould be made or consents, approvals, permits or filing with, authorizations are required to be or should be obtained under any Governmental Authority is required, other Laws or whether any actions, consents, approvals or waivers are required to be or should be obtained from other parties to any loan agreements or other contracts or instruments material contracts, to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (cB) in taking such actions or promptly making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain timely any such actionsconsents, consentspermits, authorizations, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each advise of the Company and Parent shall keep the other party promptly informed of any material communication received by such party and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any matters described in this Section 6.04, and each of the transactions contemplated herebyCompany and Parent shall permit the other to review any material communication to be given by it to, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the each other in advance of any material telephonic calls, meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Timeconferences with, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC Government Antitrust Entity and, to the extent required under Applicable Lawpermitted, disseminated give the other party the opportunity to the stockholders of the Companyattend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entity.

Certain Filings. (a) The Company Corporation and Parent shall Buyer will, and will cause their Affiliates to, cooperate with one another (ai) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3Proxy Statement, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement or the conversion by Buyer of Preferred Stock and (cii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each Without limiting the generality of the Company foregoing, the Corporation and Parent shallBuyer shall promptly after the date of this Agreement, upon request, furnish to prepare and file the other all information concerning itself, its Subsidiaries, directors, officers and (to notifications required under the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority HSR Act in connection with the transactions contemplated herebyby this Agreement. Parent The Corporation and Buyer shall respond as promptly as practicable to (i) any inquiries or requests received from the Company Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Corporation and Buyer shall each consult with (A) give the other in advance party prompt notice of the commencement of any material meetings action, suit, litigation, arbitration, preceding or investigation by or before any governmental body with respect to the transactions contemplated by this Agreement, (B) keep the other party informed as to the status of any such action, suit, litigation, arbitration, preceding or investigation , and (C) promptly inform the other party of any communication to or from the Federal Reserve Trade Commission, the Department of Justice or any other Governmental Authority. Ifgovernmental body regarding the transactions contemplated by this Agreement. (b) The Corporation and Buyer will, at any time prior and will cause their Affiliates to, take such actions, make such payments or commitments, and agree to the Effective Time, any information relating such amendments to the Company or Parent, or any of their respective Affiliatesfranchises, officers licenses, contracts or directorsother agreements or authorizations, should as shall be discovered required in order to obtain a consent, approval or waiver from any other Person in connection with the transactions contemplated hereby and by the Company Certificate of Designations (including conversion of the Preferred Stock), except if such actions, payments, commitments or Parent amendments, considered individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Corporation or Charter, as the case may be. If the Corporation or Buyer, as the case may be, believes that should be set forth such actions, payments, commitments or amendments would have such a Material Adverse Effect, the Corporation and Buyer shall cooperate in an good faith to seek a resolution to the circumstances which give rise to the requirement for such action, payment, commitment or amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and determine an otherwise appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companyresolution.

Certain Filings. (a) The Company and Parent shall cooperate with one another (ai) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3Proxy Statement, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties Parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Each . (b) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Company Proxy Statement. The Company shall mail or deliver the Company Proxy Statement to the Company’s stockholders as promptly as practicable after receipt of confirmation from the SEC that it has no further comments to the Company Proxy Statement. Parent shall, upon request, shall furnish to the other Company all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable requested by the Company in connection with any statementsuch action and the preparation, filingfiling and distribution of the Company Proxy Statement. Each of Parent and the Company shall, notice as promptly as practicable after receipt thereof, provide the other Party with copies of any written comments and advise the other Party of any oral comments with respect to the Company Proxy Statement received by the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on any amendment or application supplement to the Company Proxy Statement prior to filing such with the SEC and if required, the Company shall disseminate to the Company’s stockholders, as promptly as reasonably practicable, any amendment of or supplement to the Company Proxy Statement required as a result of such comments or as otherwise required by Applicable Law. No filing of, or amendment or supplement to, the Company Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or on behalf of the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed). Parent and the Company shall use reasonable best efforts to take any other action required to be taken under the 1934 Act, Delaware Law and the rules of NASDAQ and the NYSE, in connection with the filing and distribution of the Company Proxy Statement and the solicitation of proxies from the Company’s stockholders thereunder. (c) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be is discovered by Parent or the Company or Parent that which should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3Proxy Statement, so that any of such documents would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party hereto, Parties hereto and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the SEC and, to the extent required under by Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. (a) The Company and Parent shall cooperate with one another (ai) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3Proxy Statement, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Each Subject to Section 6.04 and Applicable Law, each of Parent and the Company and Parent shall, upon requestrequest by the other, furnish to the other with all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders equityholders and such other matters as may be reasonably necessary necessary, proper or advisable in connection with any statement, filing, notice notice, or application application, submission or response required to be made by or on behalf of Parent, the Company, Parent Company or any of their respective Subsidiaries, Subsidiaries to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party Third Party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the Merger and the other transactions contemplated herebyby this Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as reasonably practicable. With respect to any non-public information provided by or on behalf of Parent pursuant to this Section 8.02 or otherwise pursuant to this Agreement that is not intended for use in the Company Proxy Statement or related filings, the Company shall be bound by the confidentiality obligations (but not the other obligations) set forth in the Confidentiality Agreement as though the Company was “you” and Parent Holdco was (collectively with its Subsidiaries) the “Company” under the Confidentiality Agreement, subject to any exceptions set forth therein. (b) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Company Proxy Statement each consult time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall provide Parent and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Company Proxy Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in advance of the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any material discussions or meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanySEC.

Certain Filings. (a) The Company and Parent DuPont shall cooperate with one another (ai) in connection with the preparation of the Company Disclosure DocumentsProxy Statement, Offer Documents the Schedule 13E-3 and Schedule 13E-3the Form S-4 Registration Statement and any amendments or supplements to the foregoing, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking seeking any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure DocumentsProxy Statement, Offer Documents and the Schedule 13E-3 and the Form S-4 Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Each Without limiting the provisions of this Section 5.8, each party hereto shall file with the Department of Justice and the Federal Trade Commission a Pre-Merger Notification and Report Form pursuant to the HSR Act in respect of the transactions contemplated hereby within ten (10) days of the date of this Agreement, and, subject to Section 5.8(c) hereof, each party will use its reasonable best efforts to take or cause to be taken all actions necessary, including to promptly and fully comply with any requests for information from regulatory Governmental Entities (including, in the case of DuPont, to request, if any question or objection shall be raised by the applicable Governmental Entity with respect thereto, that such Governmental Entity should defer its consideration of any transaction of the type referred to in Section 5.2(c) or (d) until after (i) any clearance, waiver, approval or authorization relating to the HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement and (ii) other Material Approvals have been obtained), to obtain any clearance (including affirmatively seeking early termination), waiver, approval or authorization relating to the HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement. Without limiting the provisions of this Section 5.8, each party hereto shall use its reasonable best efforts to promptly make the filings required to be made by it with all foreign Governmental Entities in any jurisdiction in which the parties believe it is necessary or advisable. (b) Subject to Section 5.8(c) hereof, (i) the Company and Parent shallDuPont shall each use its reasonable best efforts to resolve such objections, upon requestif any, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection asserted with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, respect to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve Merger or any other transaction contemplated by this Agreement under any Regulatory Law and (ii) if any administrative, judicial or legislative action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, the Company and DuPont shall each cooperate in all respects and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger or any other transaction contemplated by this Agreement, including, without limitation, by pursuing all reasonable avenues of administrative and judicial appeal. (c) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Authority regarding Entity or any private party challenging any of the transactions contemplated hereby, and hereby as violative of any understandingsRegulatory Law, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent each of DuPont and the Company shall each consult use its reasonable best efforts to take and, in the case of actions required by reason of Section 5.2(c), (d) and (e), shall take (including, without limitation, agreeing to hold separate or divest, or enter into a consent decree or licensing or other arrangement with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Timerespect to, any information relating to of the businesses, operations or assets of DuPont or the Company or Parent, or any of their Subsidiaries, in each case, subject to the consummation of the Merger) such action as may be required in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement; provided, however, that notwithstanding anything to the contrary set forth in this Agreement, neither DuPont nor the Company nor any of their respective AffiliatesSubsidiaries shall be required to sell, officers hold separate, otherwise dispose of or directorslicense or conduct their business in a specified manner, should be discovered by or agree to sell, hold separate, otherwise dispose of or license or conduct their business in a specified manner, or permit the sale, holding separate, other disposition or licensing of, any assets of DuPont, the Company or Parent their respective Subsidiaries or the conduct of their business in a specified manner (whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason) if such sale, holding separate, other disposition or licensing or the conduct of their business in a specified manner would have, unless DuPont determined otherwise, in the aggregate, a "Significant Adverse Impact" (as defined below) (it being understood that should be set forth this proviso is not applicable insofar as DuPont is required by this Section 5.8(c) to take any such action by reason of Section 5.2(c), (d) and (e) hereof); and provided further, however that, DuPont shall control all decisions (without limiting its obligations therewith) with respect to this Section 5.8(c) and, in an amendment or supplement particular, the Company and its Subsidiaries shall not, without the prior written consent of DuPont, agree, but shall, if so directed by DuPont, agree, subject to the Company Disclosure Documentsconsummation of the Merger, Offer Documents to hold separate or Schedule 13E-3, so that divest any of its businesses or operations or assets used therein or enter into a consent decree or licensing or other arrangement with respect to any such documents would not include businesses or operations or assets used therein. For purposes of this Agreement, a "Significant Adverse Impact" shall mean any misstatement of change or effect that in DuPont's reasonable judgment is likely to have a material fact adverse effect on DuPont's and its Subsidiaries' operations which are in the same or omit to state any material fact necessary to make the statements therein, in light related lines of business as those of the circumstances under which they were madeCompany and its Subsidiaries, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed taken together with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyCompany and its Subsidiaries as a whole.

Certain Filings. The Company (a) As promptly as practicable following the Execution Date (and Parent shall in any event no later than 10 Business Days following the Execution Date), (x) the Parties shall, to the extent required, (i) make their required respective filings under the HSR Act with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, which filings will include a request for early termination of any applicable waiting period, (ii) after such filings are made, make any other required submissions under the HSR Act, (iii) use all commercially reasonable efforts to cooperate with one another (a) in connection with the preparation of the Company Disclosure Documentsmaking all such filings that are required or advisable and timely seeking all such consents, Offer Documents and Schedule 13E-3permits, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consentsauthorizations, approvals or waivers are HSR Clearance and (iv) use all commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under relevant antitrust or competition Laws with respect to the transactions contemplated hereby and (y) the Parties hereto shall make all required filings or applications necessary to obtain any consents required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority NYPSC in connection with the transactions contemplated herebyby this Agreement. Parent Each of Crestwood and CEGPS shall pay 50% of all filing fees under the Company shall each consult with HSR Act. (b) Notwithstanding the other in advance of any material meetings with the Federal Reserve foregoing or any other Governmental Authority. Ifprovision of this Agreement, at any time prior to the Effective Timein no event will Crestwood, any information relating to the Company or Parent, CEGPS or any of their respective AffiliatesAffiliates be required to enter into or offer to enter into any divestiture, officers hold-separate, business limitation or directorssimilar agreement or undertaking in connection with this Agreement or the transactions contemplated by this Agreement. (c) Subject to Section 5.3(b), should be discovered Crestwood and CEGPS shall cooperate fully with respect to any filing, submission or communication with a Governmental Entity having jurisdiction over the transactions contemplated by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC andthis Agreement. Such cooperation shall, to the extent required under Applicable permitted by applicable Law, disseminated include each Party: (i) providing, in the case of oral communications with a Governmental Entity, advance notice to the stockholders other Parties of any such communication and an opportunity for the Companyother Parties to participate to the extent practicable; (ii) providing, in the case of written communications, other than the HSR filing itself or other written communications containing confidential or competitively sensitive information concerning such Party or its Affiliates or the transactions contemplated by this Agreement, an opportunity for the other Parties to comment on any such communication and providing the other Parties with a final copy of all such communications subject to restrictions pursuant to relevant antitrust or competition Laws on the sharing of certain information; and (iii) complying promptly with any request for information from a Governmental Entity (including an additional request for information and documentary material).

Certain Filings. The Company (a) Seller and Parent Buyer shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (cii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. . (b) Each of the Company Buyer and Parent shallSeller shall use commercially reasonable efforts to cooperate in all respects with each other, upon request, furnish and to keep the other party informed in all information concerning itselfmaterial respects with respect to any communication given or received, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice submission, investigation or application made by or on behalf proceeding relating to the transactions contemplated hereby. (c) Each of Buyer and Seller agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the Companydate hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. (d) If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit or proceeding is instituted or threatened by any governmental authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law, Parent each of Buyer and Seller shall use its commercially reasonable efforts promptly to resolve such objections; provided that none of Seller, Buyer or any of their respective Subsidiaries, Affiliates shall have any obligation to the SEC hold separate or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of divest any material communication received by such party property or assets, expend significant funds or defend against any of its Affiliates from the Federal Reserve lawsuit, action or any other Governmental Authority regarding any of proceeding, judicial or administrative, challenging this Agreement or the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. (a) The Company Company, Parent and Parent Purchaser shall cooperate with one another (ai) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, Offer Documents and Schedule 13E-3, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking seeking any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Documents or the Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each Notwithstanding any provision of this Agreement to the contrary, Parent and Purchaser shall not be required under the terms hereof to dispose of or hold separate all or any material portion of the businesses or assets of Parent or any of its Subsidiaries or of the Company or any of its Subsidiaries in order to remedy or otherwise address the written concerns of any Governmental Entity under the HSR Act of any other antitrust statute or regulations. (b) The Company and Parent shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf shall each request early termination of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyHSR Act waiting period.

Certain Filings. (a) As promptly as practical following the date of this Agreement (any in any event, no later than 20 Business Days after the date of this Agreement, unless the Parties otherwise agree), (i) the Company shall prepare (with the assistance and cooperation of Parent as reasonably requested by the Company) and file or cause to be filed with the SEC a preliminary proxy statement relating to the Company Stockholders Meeting and the prospectus relating to the Parent Common Shares to be issued in the Merger (as amended or supplemented, the “Proxy Statement”) and (ii) Parent shall prepare (with the assistance and cooperation of the Company as reasonably requested by Parent) and file or cause to be filed with the SEC the Registration Statement, in which the Proxy Statement will be included in connection with the registration under the 1933 Act of the shares of Parent Common Shares to be issued in the Merger. (b) The Company and Parent shall cooperate with one another (ai) in connection with the preparation of the Company Disclosure Documents, Offer Documents Proxy Statement and Schedule 13E-3the Registration Statement, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents Proxy Statement or the Registration Statement or applicable state “blue sky” laws and Schedule 13E-3 the rules and regulations thereunder and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the . (c) The Company and Parent shall, upon request, promptly furnish to the other party all information concerning itself, its Subsidiaries, directors, directors and officers and (to the extent reasonably available to the applicable such first party) stockholders and such other matters information concerning such first party as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, a party to the SEC or the NYSE in connection with the Company Disclosure Documents, Offer Documents Proxy Statement and Schedule 13E-3the Registration Statement. Parent and the Company shall each advise use reasonable best efforts to have the Proxy Statement cleared and the Registration Statement declared effective by the SEC as promptly as reasonably practicable after filing. Prior to each filing of the Proxy Statement and the Registration Statement or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall provide the other party and its counsel a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and give reasonable and good-faith consideration to any comments made by the other party and its counsel in connection with any such document or response. The Company and Parent shall provide the other party and its counsel with any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or the Registration Statement promptly after receipt of those comments or other communications. None of the Company, Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement or the Registration Statement unless it consults with the other party in advance and, to the extent permitted by the SEC, allows the other party to participate. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, and the issuance of any material communication received by such party stop order relating thereto or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any suspension of the transactions contemplated herebyqualification of Parent Common Shares for offering or sale in any jurisdiction, and each of the Company and Parent shall use its reasonable best efforts to have any understandingssuch stop order or suspension lifted, undertakings reversed or agreements otherwise terminated. (oral d) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or writtento be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) such party proposes the Registration Statement will, at the time the Registration Statement becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement and any amendment or enter into with supplement thereto will, at the Federal Reserve or any other Governmental Authority date of mailing to stockholders and at the times of the meeting of stockholders of the Company to be held in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance Merger, contain any untrue statement of a material fact or omit to state any material meetings with fact required to be stated therein or necessary in order to make the Federal Reserve or any other Governmental Authority. Ifstatements therein, in light of the circumstances under which they were made, not misleading. (e) If at any time prior to to, in the case of the Proxy Statement, the receipt of the Company Stockholder Approval, or in the case of the Registration Statement, the Effective Time, any information relating to the Company or Company, Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents Proxy Statement or Schedule 13E-3the Registration Statement, so that any of such documents it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party hereto, parties and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyCompany and Parent.

Certain Filings. The (a) Subject to the terms and conditions of this Agreement (including but not limited to Section 7.2(b) below), the Company and Parent Merger Sub shall consult and cooperate with one another (ai) in connection with the preparation of the Company Disclosure DocumentsProxy Statement and, Offer Documents and if applicable, the Schedule 13E-3, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official, or authority is required, required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking seeking any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure DocumentsProxy Statement and, Offer Documents and if applicable, the Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. . (b) Each of the Company and Parent shallMerger Sub will make as promptly as practicable all filings necessary under the HSR Act and other applicable federal, upon requeststate, furnish local and foreign antitrust, competition and other similar laws (collectively, the "Antitrust Laws") in order to the other all information concerning itselfobtain any required regulatory approvals, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary clearance or advisable in connection with any statement, filing, notice or application made by or on behalf expirations of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority waiting periods in connection with the transactions contemplated herebyby this Agreement. Parent and Subject to the limitations contained in the last sentence of this Section 7.2(b), each of the Company and Merger Sub shall each use its reasonable best efforts to resolve such objections, if any, as any governmental or regulatory authorities with jurisdiction over the enforcement of any Antitrust Laws may assert with respect to the Merger under any such Antitrust Laws. The parties shall consult with the each other in advance of when dealing with such authorities and before submitting any material meetings with the Federal Reserve application or other written communication to any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companyauthority.

Certain Filings. (a) Each party hereto shall file with the Department of Justice and the Federal Trade Commission a Pre-Merger Notification and Report Form pursuant to the HSR Act in respect of the transactions contemplated hereby as soon as practicable (and each party hereto will use its commercially reasonable efforts to cause such filings to be made within five (5) business days after the date of this Agreement), and each party will use commercially reasonable efforts to take or cause to be taken all actions necessary, including to promptly and fully comply with any requests for information from regulatory Governmental Entities, to obtain any clearance, waiver, approval or authorization relating to the HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement. Without limiting the provisions of this Section 5.7, each party hereto shall use commercially reasonable efforts to promptly make the filings required to be made by it with all foreign Governmental Entities in any jurisdiction in which the parties believe it is necessary or advisable. (b) The Company and Parent shall cooperate each use commercially reasonable efforts to resolve such objections, if any, as may be asserted with one another (a) in connection with respect to the preparation of Offer or the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, Merger or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions other transaction contemplated by this Agreement under any Antitrust Law (as defined in Section 5.7(d)). If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Offer or the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Law, the Company and Parent shall each cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Offer or the Merger or any other transaction contemplated by this Agreement, including, without limitation, by pursuing all reasonable avenues of administrative and judicial appeal. Notwithstanding anything to the contrary in this Agreement, none of Parent, any of Parent's Subsidiaries or the Surviving Corporation shall be required (and the Company shall not, without the prior written consent of Parent, agree, but shall if so directed by Parent, agree) to hold separate or divest any of their respective assets or operations or enter into any consent decree or licensing or other arrangement with respect to any of their assets or operations. (c) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise promptly inform the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority governmental or regulatory authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. (a) The Company and Parent shall cooperate with one another (ai) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3Proxy Statement, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking seeking any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 Proxy Statement or Distribution Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Without limiting the provisions of this Section 5.8, each party hereto shall file with the Department of Justice and the Federal Trade Commission a Pre-Merger Notification and Report Form pursuant to the HSR Act in respect of the transactions contemplated hereby as soon as reasonably practicable, and each party will use commercially reasonable efforts to take or cause to be taken all actions necessary, including to promptly and fully comply with any requests for information from regulatory Governmental Entities, to obtain any clearance, waiver, approval or authorization relating to the HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement. Without limiting the provisions of this Section 5.8, each party hereto shall use commercially reasonable efforts to promptly make the filings required to be made by it with all foreign Governmental Entities in any jurisdiction in which the parties believe it is necessary or advisable. (b) The Company and Parent shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Merger or any other transaction contemplated by this Agreement under any Antitrust Law (as defined below). If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Law, the Company and Parent shall each cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger or any other transaction contemplated by this Agreement, including, without limitation, by pursuing all reasonable avenues of administrative and judicial appeal. Notwithstanding anything to the contrary in this Agreement, none of Parent, any of its Subsidiaries or the Surviving Corporation, shall be required (and the Company shall not, without the prior written consent of Parent, agree, but shall, if so directed by Parent, agree) to hold separate or divest any of their respective assets or operations or enter into any consent decree or licensing or other arrangement with respect to any of their assets or operations. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise promptly inform the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority governmental or regulatory authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. (a) The Company and Parent parties shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (cii) in taking seeking any such actions actions, consent approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Each , provided, however, that the Company shall not be required to make any material monetary expenditure or grant any material accommodation (financial or otherwise) in connection with any of the foregoing. (b) The Company and UMI shall (i) use their respective reasonable best efforts to take or cause to be taken, (A) all actions necessary, proper or advisable by such party with respect to the prompt preparation and filing with the SEC of the Company Proxy Statement, (B) such actions as may be required to have the Company Proxy Statement cleared by the SEC, as promptly as practicable, and (C) such actions as may be required to be taken under the Exchange Act and state securities or applicable Blue Sky Laws in connection with the Merger and (ii) promptly prepare and file all necessary documentation, effect all necessary applications, notices, petitions and filings, and use all reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of Governmental Authorities (including, without limitation, any filing under the Exon-Xxxxxx Provision, the National Industrial Security Program Regulations, the International Trade in Arms Regulations and the HSR Act or any other applicable antitrust law or regulation). (c) The Company agrees to provide and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, (i) prior to the Effective Date, all documents that UMI and MergerSub may reasonably request relating to the existence of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf authority of the CompanyCompany for this Agreement, Parent or any of their respective Subsidiaries, all in form and substance reasonably satisfactory to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents UMI and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyMergerSub.

Certain Filings. The Company (a) As soon as practicable (but in no event later than 45 days after the date of this Agreement) following the date of this Agreement, CVS and Parent Caremark shall jointly prepare and file with the SEC the Joint Proxy Statement, and CVS and Caremark jointly shall prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement will be included). Each of CVS and Caremark shall use all commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the 1933 Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Merger. (b) Each of Caremark and CVS shall provide the other parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Registration Statement, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. (c) No amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by CVS or Caremark without the approval of the other parties hereto, which approval shall not be unreasonably withheld or delayed. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of CVS Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement. If, at any time prior to the Effective Time, CVS or Caremark discovers any information relating to any party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the party that discovers that information shall promptly notify the other party and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of CVS and Caremark. (d) CVS and Caremark shall cooperate with one another in (ai) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsGovernmental Authority, in connection with the consummation of the transactions contemplated by this Agreement and Agreement, (cii) in taking such actions seeking any of those actions, consents, approvals or waivers or making any such of those filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely promptly to obtain any such of those actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers waivers and (iii) setting a mutually acceptable date for CVS Stockholder Meeting and Caremark Stockholder Meeting, so as to enable them to occur, to the extent reasonably available to practicable, on the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3same date. Parent and the Company Each party shall each advise permit the other party promptly to review any communication given by it to, and consult with each other in advance of any material communication received by such party meeting or conference with, any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of and to the transactions contemplated herebyextent permitted by the applicable Governmental Authority, give the other party the opportunity to attend and of any understandingsparticipate in those meetings and conferences, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in each case in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companythis Agreement.

Certain Filings. (a) As promptly as practicable after the execution of this Agreement, the Company shall, and Parent shall cause Tyco to, jointly prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and, if the parties so agree at the time, the Registration Statement of Tyco with respect to the Tyco Common Shares to be issued in connection with the Merger. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Tyco of all information required to be contained therein, the Company shall, and Parent shall cause Tyco to, file with the SEC the Proxy Statement/Prospectus and Registration Statement on Form S-4 (or on such other form as shall be appropriate), or an amendment thereto if the Registration Statement has previously been filed, relating to the adoption of this Agreement and approval of the transactions contemplated hereby by the stockholders of the Company, and shall use all reasonable efforts to cause the Registration Statement to become effective, and the Company shall mail the Proxy Statement/Prospectus to its stockholders, as soon thereafter as practicable. (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by the Company, Tyco or Parent without the approval of the other party, which will not be unreasonably withheld or delayed. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Tyco Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, the Company, Tyco or Parent discovers any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of the Company. (c) The Company and Parent shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any other action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and Agreement, (cii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of waivers and (iii) in setting a mutually acceptable date for the Company and Parent shallStockholders Meeting. In connection with the foregoing, upon request, furnish to each party shall permit the other all information concerning itselfparty to review any communication given by it to, its Subsidiariesand consult with each other in advance of any meeting or conference with, directorsany Governmental Authority or, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statementproceeding by a private party, filingwith any other Person, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, and to the SEC extent permitted by the applicable Governmental Authority or NYSE in connection with the Company Disclosure Documentsother Person, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise give the other party promptly of any material communication received by the opportunity to attend and participate in such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated herebymeetings and conferences, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in each case in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. As promptly as practicable after the execution of this Agreement, the Company and Parent shall prepare and file with the SEC a joint proxy statement/prospectus to be sent to the stockholders of the Parent and the shareholders of the Company in connection shareholder's meeting of the Company and the stockholder's meeting of the Parent (the "Joint Proxy Statement"). Parent shall prepare and file with the SEC a registration statement on Form S-4 pursuant to which shares of Parent Stock issued in connection with the Merger will be registered under the 1933 Act (the "Registration Statement"), in which the Joint Proxy Statement will be included as a prospectus. Parent and the Company shall use their reasonable best efforts to respond to the comments of the SEC in connection with the Joint Proxy Statement and the Registration Statement, to furnish all information required to prepare the Joint Proxy Statement and the Registration Statement and to cause the Registration Statement to become effective as soon after such filing as practicable. The Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Company's shareholders, and Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, in each case as promptly as practicable after the Registration Statement is declared effective under the 1933 Act. The Company and Parent shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, or filing with, any Governmental Authority governmental body, agency, official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (cii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 Joint Proxy Statement or the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, If at any time prior to the Effective Time, Time any information event relating to either the Company or Parent, or any of their respective Affiliates, officers or directors, directors should be discovered by the Company or Parent that which should be set forth in an amendment to the Registration Statement or a supplement to the Company Disclosure DocumentsJoint Proxy Statement, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify inform the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companyparty.

Certain Filings. (a) Each party hereto shall file with the Department of Justice and the Federal Trade Commission a Pre-Merger Notification and Report Form pursuant to the HSR Act in respect of the transactions contemplated hereby within ten (10) days of the date of this Agreement, and each party will use commercially reasonable efforts to take or cause to be taken all actions necessary, including to promptly and fully comply with any requests for information from regulatory Governmental Entities, to obtain any clearance, waiver, approval or authorization relating to the HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement. Without limiting the provisions of this Section 5.7, each party hereto shall use commercially reasonable efforts to promptly make the filings required to be made by it with all foreign Governmental Entities in any jurisdiction in which the parties believe it is necessary or advisable. (b) The Company and Parent shall cooperate each use commercially reasonable efforts to resolve such objections, if any, as may be asserted with one another (a) in connection with respect to the preparation of Offer or the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, Merger or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions other transaction contemplated by this Agreement under any Antitrust Law (as defined in Section 5.7(d) hereof). If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Offer or the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Law, the Company and Parent shall each cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Offer or the Merger or any other transaction contemplated by this Agreement, including, without limitation, by pursuing all reasonable avenues of administrative and judicial appeal. (c) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise promptly inform the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority governmental or regulatory authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. The Company and Parent Farnell shall cooperate with one another (a) in connection with the preparation of the Company Proxy Statement, Registration Statements and UK Disclosure Documents, Offer Documents Document and Schedule 13E-3related matters, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) in taking seeking any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Proxy Statement, Registration Statements, UK Disclosure Documents, Offer Documents Document and Schedule 13E-3 related matters and seeking timely to obtain any such actions, consents, approvals or waivers. Each The parties will cooperate in order that the Proxy Statement and Registration Statements (and any amendment or supplement thereto) will, on the date the Proxy Statement and Registration Statements (or such amendment or supplement) is first mailed to the shareholders of the Company and Parent shallat the time of the Company Shareholder Meeting will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. The parties will, upon requestas promptly as practicable, furnish provide copies to each other of any written comments received from the SEC with respect to the other all information concerning itself, its Subsidiaries, directors, officers Registration Statements or Proxy Statement and (advise one another of any verbal comments with respect to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary Registration Statements or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication Proxy Statement received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated herebySEC. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an No amendment or supplement to the Registration Statements or Proxy Statement will be made by Farnell or the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make without the statements therein, in light approval of the circumstances under which they were madeother party, such approval not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment to be unreasonably withheld or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companydelayed.

Certain Filings. The (a) Subject to the terms and conditions of this Agreement, each of Parent, Acquisition Sub and the Company shall, and Parent shall cause its respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, Parent, Acquisition Sub and the Company shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties any non-governmental Third Parties to any material contractsCompany Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement hereby and (cii) in taking seeking any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of Without limiting the foregoing, the Company and the Parent shall, upon request, furnish to shall make such filings with the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters Competition Authority as may be reasonably necessary required under the Irish Competition Xxx 0000. Subject to Section 5.6(c), each party will use its reasonable best efforts to take or advisable in connection cause to be taken all actions necessary, including to comply promptly and fully with any statementrequests for information from Governmental Entities, filingto obtain any clearance, notice waiver, approval or application made by or on behalf of authorization that is necessary to enable the parties to consummate the transactions contemplated hereby as soon as practicable after the date hereof. (b) Subject to Section 5.6(c), (i) the Company, Parent or any of their respective Subsidiariesand Acquisition Sub shall each use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the SEC transactions contemplated hereby under any Regulatory Law and (ii) if any administrative, judicial or NYSE in connection legislative action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the transactions contemplated hereby, the Company, Parent and Acquisition Sub shall each cooperate with the Company Disclosure Documentsother parties and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, Offer Documents lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party that restricts, prevents or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any prohibits consummation of the transactions contemplated hereby, including by pursuing all reasonable avenues of administrative and judicial appeal. For purposes of Section 5.6(a) and clause (i) of this Section 5.6(b), “reasonable best efforts” in relation to any approvals or consents required under the Irish Competition Act 2002 shall include agreeing to such undertakings, agreements, divestitures or other actions as are reasonably requested by the Competition Authority or that are required to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding under the Xxxxx Xxxxxxxxxxx Xxx 0000 that would otherwise have the effect of preventing the Closing or delaying the Closing beyond the outside date specified in the proviso to Section 7.1(b), or to obtain the consent, clearance, waiver or authorization of the Competition Authority without which the Closing would be prevented or delayed beyond the outside date specified in the proviso to Section 7.1(b); provided, that such undertakings, agreements, divestitures and/or other actions would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (c) Each of the Company, Parent and Acquisition Sub shall (i) subject to any restrictions under any Applicable Law, to the extent practicable, promptly notify each other of any understandings, undertakings or agreements communication to that party from any Governmental Entity (oral or written) such party proposes to make or enter into with including the Federal Reserve or any other Governmental Authority in connection Trade Commission, the Antitrust Division of the Department of Justice and the Competition Authority) with respect to this Agreement and the transactions and other agreements contemplated hereby. Parent and the Company shall each , (ii) subject to any restrictions under any Applicable Law, use reasonable best efforts to consult with the other party in advance of any material meetings meeting with any Governmental Entity in respect of any filings, investigation or other inquiry with respect to this Agreement and the Federal Reserve or transactions and other agreements contemplated hereby, (iii) subject to any other Governmental Authority. Ifrestrictions under any Applicable Law, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify furnish the other party heretowith copies of all correspondence, filings and an appropriate amendment communications (and memoranda setting forth the substance thereof) received by it, its Affiliates and their respective representatives from any Governmental Entity or supplement describing such information shall promptly be prepared members of its staff with respect to this Agreement and filed with the SEC and, transactions and other agreements contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements and to the extent required attorney client privilege or work product doctrine) and (iv) furnish the other party with such necessary information and reasonable assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations, or submissions of information to any Governmental Entities in connection with this Agreement and the transactions and other agreements contemplated hereby and thereby, including any filings necessary or appropriate under Applicable the provisions of any Regulatory Law, disseminated to the stockholders of the Company.

Certain Filings. The Company and Parent parties hereto shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is requiredrequired or reasonably appropriate, or any actionsaction, consentsconsent, approvals approval or waivers are required to be obtained waiver from parties any party to any material contractsContract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement Agreement. Subject to the terms and (c) conditions of this Agreement, in taking such actions or making any such filings, furnishing the parties hereto shall promptly furnish information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking seek timely to obtain any such actions, consents, approvals or waivers. Each Without limiting the foregoing, the parties hereto shall each promptly complete and file all reports and forms, and respond to all requests or further requests for additional information, if any, as may be required or authorized under the HSR Act and the rules of the Federal Trade Commission thereunder. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate Buyer or its Affiliates (i) to initiate, pursue or defend any litigation (or threatened litigation) with respect to the antitrust laws of the United States to which the Antitrust Division of the Justice Department, the Federal Trade Commission or the attorney general of any state is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Company or the Company Subsidiaries or the business or operations of Buyer, any Affiliate of Buyer, the Company or any of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (B) the right of Buyer or its Affiliates to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary acquire or advisable in connection with any statement, filing, notice or application made by or on behalf of hold the Company, Parent the Company Subsidiaries or their respective businesses, or (C) the right of Buyer to exercise full rights of ownership of the business or all or any material portion of their respective the assets of the Company or the Company Subsidiaries; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any material portion of the business, assets or operations of Buyer, any Affiliate of Buyer, the Company or any Company Subsidiary. In addition, notwithstanding the foregoing, nothing contained in this Agreement will require or obligate Seller or its Affiliates to initiate, pursue or defend any litigation (or threatened litigation) with respect to the SEC or NYSE in connection with antitrust laws of the Company Disclosure DocumentsUnited States to which the Antitrust Division of the Justice Department, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve Trade Commission or any other Governmental Authority regarding the attorney general of any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of fifty states is a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companyparty.

Certain Filings. The Each Party shall use commercially reasonable efforts to make or obtain or cause to be made or obtained, in cooperation with the other Parties and to the extent applicable and as promptly as practicable prior to the Closing Date, all required approvals, permits, registrations, filings (including merger control filings) and notices appropriate under applicable Regulatory Laws and other Laws, and all other required approvals and permits from, and registrations and filings with, applicable Governmental Entities, relating to the transactions contemplated hereby, at Parent’s sole expense; provided, however, that Parent and the Appointed Agent, on behalf of the Company Equityholders, shall each pay fifty percent (50%) of the filing fees in connection with State Board of Pharmacy license and Parent shall cooperate with one another (a) permit filings required in connection with the preparation change of ownership of Company pursuant to this Agreement. Prior to the Company Disclosure DocumentsClosing Date, Offer Documents and Schedule 13E-3each Party shall use commercially reasonable efforts to (a) respond at the earliest practicable date to any requests for additional information made by the other Party or any Governmental Entity with respect to all filings made under Regulatory Laws or other Laws, (b) take all actions necessary to cause the waiting periods for all filings made under Regulatory Laws to terminate or expire at the earliest possible date, (c) take or cause to be taken all actions necessary to obtain any required approvals of any applicable Governmental Entity and (d) resist in determining whether good faith, at its cost (including, at the reasonable discretion of Parent, the institution or defense of Litigation), any action by assertion that the transactions contemplated hereby constitute a violation of Regulatory Laws or other Laws, all to the end of expediting consummation of the transactions contemplated hereby. However, nothing in this Agreement shall require that Parent divest, license, sell or hold separate any of its or its Affiliates’ (including, for this purpose, the Company’s) assets, businesses or properties or enter into a consent decree or assume any other obligations with respect ofto the ongoing operations of Parent and/or its Affiliates (including, for this purpose, the Company). With regard to any Governmental Entity, none of Company or any of its Affiliates or agents, without Parent’s advance written consent, shall discuss or commit to any divestiture, consent decree or consent agreement, or filing with, discuss or commit to alter Company’s businesses or commercial practices in any way with any Governmental Authority is requiredEntity. The Parties shall promptly inform each other of any material communication from any Governmental Entity regarding any of the transactions contemplated hereby and shall permit each other to review in advance any proposed communication to any Governmental Entity, or any actions, consents, approvals or waivers are subject to applicable Law and provided that the Parties shall not be required to be obtained from parties provide to each other with any material contracts, in connection with the consummation documents or other materials related to a Party’s valuation of the transactions contemplated by this Agreement and (c) in taking such actions or making any such filingsAgreement. Prior to the Closing Date, furnishing information required in connection therewith or Parent shall use commercially reasonable efforts to consult with the Company Disclosure DocumentsAppointed Agent, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shallAppointed Agent shall use commercially reasonable efforts to consult with Parent, upon requestprior to any meetings, furnish to the other all information concerning itselfby telephone or in person, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly staff of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority Entity regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Lawpracticable, disseminated to the stockholders of the Companyeach Party may have are representative present at any such meeting.

Certain Filings. (a) The Company TNK and Parent TIL shall cooperate with one another (ai) in connection with the preparation of the Company Registration Statement, the Joint Proxy Statement/Prospectus, any other TNK Disclosure Documents, Offer Documents and Schedule 13E-3the HSR Filings, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Merger, and (ciii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Registration Statement, the Joint Proxy Statement/Prospectus, any other TNK Disclosure Documents, Offer Documents and Schedule 13E-3 or the HSR Filings and seeking to timely to obtain any such actions, consents, approvals or waivers. Each of the Company . (b) TIL and Parent shallTNK shall each have a reasonable opportunity to review in advance and, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent practicable, each will consult with the other on and reasonably available to consider in good faith the applicable party) stockholders and such views of the other matters as may be reasonably necessary or advisable in connection with, any filing made with, or written materials submitted to or other communication with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated herebyby this Agreement, including the Merger (and to receive a copy of all documents and information submitted to such Governmental Authority). Parent Subject to applicable Laws and the Company as required by any Governmental Authority, and subject to reasonable restrictions limiting access to outside counsel, TIL and TNK each shall each consult with keep the other in advance apprised on a current basis of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information status of matters relating to completion of the Company transactions contemplated hereby, including promptly furnishing the other with copies of notices, correspondence, or Parentother communications received by TIL or TNK, as the case may be, or any of their respective Affiliatesits Subsidiaries, from any third party and/or any Governmental Authority with respect to the transactions contemplated by this Agreement, including the Merger. Neither TIL nor TNK shall permit any of its officers or directorsany other Representatives or agents to participate in any meeting or engage in any substantive communication with any Governmental Authority in respect of any filings, should be discovered by the Company investigation or Parent that should be set forth in an amendment or supplement other inquiry relating to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify transactions contemplated hereby unless it consults with the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC in advance and, to the extent required under Applicable Lawpermitted by such Governmental Authority, disseminated gives the other party the opportunity to attend and participate thereat. Each of TIL and TNK shall, to the stockholders extent practicable, give the other reasonable prior notice of any such meeting or communication and in the Companyevent one party is prohibited by Law or a Governmental Authority from participating in or attending any such meeting or engaging in any such communication, keep such party apprised on a current basis with respect thereto.

Certain Filings. The (a) As promptly as practicable following the date hereof, the Company shall prepare and mail the Proxy Statement to the Company’s shareholders and furnish the Proxy Statement to the SEC under cover of Form 6-K and Parent shall cause the Sponsor to prepare and mail all necessary documents in connection with the convening of the Sponsor Shareholder Meeting and obtaining the Parent Requisite Shareholder Vote; provided that, subject to compliance with Applicable Law and any comments received from any Governmental Authority, the Company shall use commercially reasonable efforts to mail the Proxy Statement to the Company’s shareholders within ten (10) days after the date hereof. The Company, Parent and Merger Subsidiary shall cooperate with one another each other (ai) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3Proxy Statement, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Transactions and (ciii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Each Without limiting the generality of the Company and Parent shallforegoing, upon requesteach of Parent, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent Merger Subsidiary and the Company shall each advise furnish all information concerning itself and its Affiliates that is required to be included in the other party Proxy Statement. Each of Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading. (b) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement (including any amendment or supplement thereto), and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall notify Parent promptly upon the receipt of any material communication received by such party or any of its Affiliates comments from the Federal Reserve SEC or its staff or any other Governmental Authority regarding with respect to, or any of request from the transactions contemplated hereby, and of any understandings, undertakings SEC or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve its staff or any other Governmental Authority in connection for amendments or supplements or other changes to, the Proxy Statement, and shall provide Parent with copies of all correspondence between it and its Representatives, on the transactions contemplated hereby. Parent one hand, and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve SEC and its staff or any other Governmental Authority. If, at any time prior on the other hand, with respect to the Effective Time, any information relating Proxy Statement. Parent and Merger Subsidiary shall provide reasonable assistance and cooperation to the Company in the resolution of comments or Parent, requests from the SEC or any other Governmental Authority. (c) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of their respective AffiliatesSection 6.03, officers or directorsin connection with any disclosure regarding an Adverse Recommendation Change, should be discovered by the Company shall not be required to provide Parent or Merger Subsidiary (i) the opportunity to review or comment on (or include comments proposed by Parent that should be set forth in an or Merger Subsidiary in) the Proxy Statement or any amendment or supplement to the Company Disclosure Documentsthereto, Offer Documents (ii) any comments thereon or Schedule 13E-3, so that requests related thereto or any of such documents would not include any misstatement of a material fact other filing or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed correspondence with the SEC andor any other Governmental Authority, in each case with respect to the extent required under Applicable Lawsuch disclosure, disseminated or (iii) any notification with respect to the stockholders any of the Companyforegoing.

Certain Filings. (a) The Company Company, and each of the Parent Entities shall cooperate with one another (ai) in connection with the preparation of the Company Disclosure DocumentsForm F-4, Offer Documents the Joint Proxy Statement/Prospectus and Schedule 13E-3the Parent Disclosures and Filings, (b) and in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement and (cii) in taking any such actions or making any such filings, in each case, that the Company and Parent mutually determine to be required, furnishing information required in connection therewith or with the Form F-4, the Joint Proxy Statement/Prospectus and the Parent Disclosures and Filings. For the avoidance, of doubt, there shall be no requirement that the Company Disclosure DocumentsShareholder Meeting, Offer Documents the Parent Restructuring Meetings, the Parent Contribution Meeting nor the HoldCo Approval Meetings be held on the same date, and Schedule 13E-3 each of the Company Shareholder Meeting, the Parent Restructuring Meetings, the Parent Contribution Meeting and seeking timely the HoldCo Approval Meetings shall be convened and held in accordance with the provisions of Section 6.02 and Section 7.03, respectively, as soon as reasonably practicable, without regard to the date on which the other meeting is convened or held. (b) Each of the Parent Entities and the Company shall obtain any such actionsand furnish the information concerning itself and its Subsidiaries required to be included in the Form F-4, consents, approvals or waiversJoint Proxy Statement/Prospectus and the Parent Disclosures and Filings. Each of the Parent Entities and the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Form F-4 or Joint Proxy Statement/Prospectus, as well as any comments and/or requests made by any Governmental Authority with respect to the Parent Disclosures and Filings and the Parent Restructuring, including with respect to registration and issuance of the HoldCo Shares and HoldCo ADSs. (c) As promptly as reasonably practicable following the date of this Agreement, or at the otherwise appropriate time in the case of the Form 8-A, each of HoldCo and, as applicable, Parent and the other Parent Entities shall prepare and file with the SEC the Form F-4 containing the Joint Proxy Statement/Prospectus, a registration statement on Form 8-A (“Form 8-A”) in connection with the registration under the 1934 Act of the HoldCo ADSs to be issued pursuant to the Mergers and the underlying HoldCo Shares and file the Parent Disclosures and Filings with the applicable Governmental Authorities. Each of the Parent Entities shall cause the Depositary Bank to prepare and file with the SEC a registration statement on Form F-6 relating to the registration under the Securities Act of the issuance of the HoldCo ADSs (the “Form F-6”). Each of HoldCo and Parent shallshall use its reasonable best efforts to have the Form F-4, upon requestForm 8-A and Form F-6 declared effective under the 1933 Act and the 1934 Act, furnish as applicable, as promptly as practicable after such filing and to keep the other all information concerning itselfForm F-4, its Subsidiaries, directors, officers Form 8-A and (Form F-6 effective as long as necessary to consummate the extent reasonably available transactions contemplated hereby. Each of HoldCo and Parent shall take any action required to be taken under any applicable state securities laws in connection with the applicable party) stockholders and such other matters issuance of HoldCo Shares as may be reasonably necessary or advisable requested in connection with any statementsuch action. Promptly after the effectiveness of the Form F-4, filingthe Company and HoldCo shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders, notice and if necessary, after the definitive Joint Proxy Statement/Prospectus has been mailed, promptly circulate amended, supplemented or application supplemental proxy materials and, if required in connection therewith, re-solicit proxies or written consents, as applicable. If at any time prior to the Closing, the officers and directors of any of the Parent Entities or the Company discover any statement which, in light of the circumstances under which it is made, is false or misleading with respect to a material fact or omits to state a material fact necessary to make the statements made by in the Joint Proxy Statement/Prospectus or on behalf the Form F-4, the Form 8-A or the Form F-6 not misleading, then such party shall immediately notify the other party of such misstatements or omissions. The Company shall advise each of the Parent Entities, and each of the Parent Entities shall advise the Company, as applicable, promptly after they receive notice thereof, of the time when the Form F-4, the Form 8-A or the Form F-6 becomes effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the HoldCo Shares or HoldCo ADSs for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus, the Form F-4, the Form 8-A or the Form F-6 or comments thereon and responses thereto or requests by the SEC for additional information. (d) Each of the Parent Entities and the Company shall give the other such parties and its counsel a reasonable opportunity to review and comment on (i) the Joint Proxy Statement/Prospectus and the Form F-4 before any filing thereof (or of any amendment thereto) with the SEC (other than, in each case, any filing or amendment in connection with an Adverse Recommendation Change) and (ii) the Parent Disclosures and Filings before any filing thereof (or any amendment thereto) with the applicable Governmental Authorities, and such parties party shall give reasonable and good faith consideration to any comments made thereon by the other such parties or their respective counsel. Each party shall promptly notify the other parties upon the receipt of any oral or written comments from the SEC or its staff or any request from the SEC or its staff with respect to the Joint Proxy Statement/Prospectus or the Form F-4 for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form F-4 (other than, in each case, comments and requests relating to an Adverse Recommendation Change), or comments or requests from the applicable Governmental Authorities with respect to the Parent Disclosures and Filings, and shall provide the other party with copies of all written correspondence and a summary of all oral communications between it, on the one hand, and the SEC and its staff or the other applicable Governmental Authorities, on the other hand, relating to the Joint Proxy Statement/Prospectus, the Form F-4 or the Parent Disclosures and Filings, as applicable. Other than in connection with any correspondence, amendments, supplements or other filings or any discussions or meetings in each case relating to an Adverse Recommendation Change, each party shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any substantive correspondence (including responses to SEC comments), amendments or supplements to the Joint Proxy Statement/Prospectus, the Form F-4 or the Parent Disclosures and Filings prior to filing with the SEC or other applicable Governmental Authorities, including by participating with the other party or its counsel in any discussions or meetings with the SEC or such other applicable Governmental Authorities, and shall provide to the other a copy of all such filings made with the SEC and such other applicable Governmental Authorities. (e) If at any time prior to the Closing, the Company or any of the Parent Entities discovers any information relating to the Company or the Parent Entities, or any of their respective Subsidiaries, to the SEC directors or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents Joint Proxy Statement/Prospectus or Schedule 13E-3, the Parent Disclosures and Filings so that any of such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the applicable party hereto, and shall (i) file an appropriate amendment or supplement to such document with the SEC or other applicable Governmental Authorities, as the case may be and if required by Applicable Law, describing such information shall promptly be prepared and filed with the SEC and, (ii) to the extent required under by Applicable Law, disseminated disseminate such amendment or supplement to the stockholders shareholders of the CompanyCompany or Parent, as applicable. (f) The Parent Entities shall cause (i) the filing with the Board of Trade of the State of São Paulo of the corporate documents related to the conditional consummation by Parent and HoldCo of the transactions contemplated hereby, including the filing of the meeting minutes related to the Parent Contribution Meeting, the Parent Restructuring Meeting and the HoldCo Approval Meetings within thirty days of such meeting, (ii) the publication of such corporate documents and meeting minutes in the newspaper as required by Applicable Law, (iii) the filing of such corporate documents, including the protocol and justification of the Restructuring Merger of Shares and Second Merger (collectively, the “Corporate Documents”) with the CVM and B3 and (iv) the publication of such Corporate Documents on Parent’s and HoldCo’s websites in compliance with the requirements of the CVM and B3.

Certain Filings. The Company (a) In furtherance and Parent not in limitation of Section 8.2, the parties hereto shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actionsaction, consentsconsent, approvals approval, license, permit, authorization, order or waivers are required to be obtained waiver from parties any party to any material contractsContract is required, in connection with the consummation of the Merger and the other transactions contemplated by this Agreement Agreement. Subject to the terms and (c) conditions of this Agreement, in taking such actions or making any such filings, furnishing the parties hereto shall furnish information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking seek timely to obtain any such actionsconsent, consentsapproval, approvals license, permit, authorization, order or waivers. Each waiver. (b) In furtherance and not in limitation of Section 8.2 and upon the terms and subject to the conditions set forth in this Agreement, the Buyer and the Company agree to cooperate and Parent shallto use their respective commercially reasonable efforts to obtain any consent, upon requestapproval, furnish license, permit, authorization, order or waiver that may be required under the XXX Xxx, xxx Xxxxxxxxxxx Xxx (Xxxxxx), the Investment Canada Act (Canada) and any other United States (federal or state), Canadian or foreign antitrust, competition or similar laws (collectively, the "Antitrust Laws"), and to the other all respond to requests for information concerning itselfunder any Antitrust Laws from any Governmental Authority, its Subsidiariesand to contest and resolve objections, directorsif any, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection asserted with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, respect to the SEC Merger or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other transactions contemplated hereby under any Antitrust Laws. Each party shall promptly inform the other of any material communication received by such party or any of its Affiliates from the United States Federal Reserve Trade Commission, the Department of Justice or any other Governmental Authority regarding the Merger or any of the other transactions contemplated hereby. If the Company, the Buyer, or any of their respective Affiliates, receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated hereby, then the Company, the Buyer or such Affiliate will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other parties, an appropriate response in compliance with such request. In furtherance and not in limitation of the foregoing, each of the Buyer and the Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under any Antitrust Laws) with respect to the Merger as promptly as reasonably practicable (but not later than five Business Days) after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to any Antitrust Laws). Buyer shall be responsible for all filing fees in connection with filing a Notification and Report Form pursuant to the HSR Act and any other Antitrust Laws. Each of Buyer and the Company will meaningfully consult with the other party promptly in respect of any understandings, undertakings or agreements (oral or written) that such party proposes to make or enter into with the Federal Reserve Trade Commission, the Department of Justice or any other Governmental Authority in connection with the Merger or the other transactions contemplated hereby. Parent . (c) In furtherance and not in limitation of Section 8.2, each of Buyer and the Company shall each consult give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents in connection with the Merger and the other transactions contemplated hereby that are both (i) necessary to consummate the Merger and the other transactions contemplated hereby, and (ii) disclosed or required to be disclosed in advance the Disclosure Schedule; provided, however, that the failure to give such notices or obtain such consents shall not be deemed to have a Material Adverse Effect on the Company. (d) Notwithstanding any provision of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior this Agreement to the Effective Timecontrary (including, any information relating to without limitation, the Company requirements of commercially reasonable efforts as set forth in other paragraphs of this Section), in no event shall Buyer or Parentthe Company, or any of their respective Affiliates, officers in order to receive any approval under the Antitrust Laws or directorsotherwise, should be discovered by required to (i) sell, transfer, license, divest, place in trust or otherwise dispose of any material assets, (ii) agree or consent to (or otherwise become subject to) any material prohibition of, or limitation on, the Company acquisition, ownership, operation, effective control, or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that exercise of full rights of ownership of any of their respective material assets, (iii) terminate any of their existing material relationships or contract rights or agree to forego any such documents would not include any misstatement of a material fact relationships or omit to state rights that may arise or become available in the future, (iv) effectuate any material fact necessary change or restructuring of any of their respective organizations or ownership structures, or (v) consent to make the statements thereinor become subject to any other material condition, in light restriction, prohibition or other requirement to which such Persons are not bound as of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders date of the Companythis Agreement.

Certain Filings. (a) The Company and Parent shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actionsagree to use their respective reasonable best efforts to obtain all authorizations, consents, orders and approvals of Governmental Authorities and non-governmental third parties that may be or waivers are required become necessary to be obtained from parties to any material contracts, in connection with the consummation of consummate the transactions contemplated by this Agreement or for performance of their respective obligations pursuant to this Agreement, and (c) in taking such actions or making any such filings, furnishing information required in connection therewith or will cooperate fully with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and other parties in promptly seeking timely to obtain any all such actionsauthorizations, consents, approvals or waivers. Each of orders and approvals; provided that the Company and Parent shall, upon request, furnish will not be permitted or required to the other all information concerning itself, its Subsidiaries, directors, officers and (agree or proffer to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary divest or advisable in connection with hold separate any statement, filing, notice assets or application made by or on behalf business of the Company, Parent or any of their respective Subsidiaries, or to the SEC or NYSE take any other action (including agreeing to any condition in connection with the Company Disclosure Documentsrespect of, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve amendment to, any License or any other Governmental Authority regarding any of concession), that, in each case, individually or in the transactions contemplated herebyaggregate, and of any understandingswould reasonably be expected to have an impact (whether affecting the Company, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective AffiliatesSubsidiaries) equivalent to a Company Material Adverse Effect. The Company shall have primary responsibility, officers or directorswith the assistance and cooperation of Parent, should for obtaining all authorizations, consents, orders and approvals with respect to the Company’s and its Subsidiaries’ Licenses; provided that the Company and Parent will have joint responsibility with respect to the joint applications required for the transfer of control of any such Licenses under the rules and regulations of the FCC and the PPUC. Each of Parent and the Company will use its reasonable best efforts to ensure that all necessary applications in connection with the transfer of control of any such Licenses are filed within ten Business Days of the date hereof, except that PPUC transfer of control notifications that do not require affirmative approval may be discovered filed within 20 Business Days of the date hereof. Without limitation, the Company and Parent shall each make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable but in no event later than ten Business Days from the date hereof (and each such filing shall request early termination of the waiting period imposed by the Company or Parent HSR Act), supply as promptly as practicable any additional information and documentary material that should may be set forth in an amendment or supplement requested pursuant to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact HSR Act and take all other actions necessary to make cause the statements therein, in light expiration or termination of the circumstances applicable waiting periods under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyHSR Act as soon as practicable.

Certain Filings. The Company Each of Seller, Purchaser and Parent shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is requiredrequired or reasonably appropriate, or any actionsaction, consentsconsent, approvals approval or waivers are required to be obtained waiver from parties any party to any material contractsContract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement and the other Acquisition Documents. Without limiting the generality of the foregoing, (ci) Purchaser and its Affiliates and Associates (including any "ultimate parent entity", as defined in the HSR Act), and Seller and its Affiliates and Associates (including any "ultimate parent entity", as defined in the HSR Act) shall promptly prepare and make their respective HSR filings and, unless this Agreement shall have been terminated pursuant to Section 9.01, thereafter shall make all required or requested submissions, under the HSR Act or any analogous Applicable Law, if required, with the costs of such HSR Filings to be borne by the party making such filing; and (ii) Seller shall, and shall use its best efforts to cause each Employee Shareholder to, promptly prepare and make such filings and applications for registration and licensing with all necessary Governmental Authorities, including the NASD and the SEC. Subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, furnishing the parties hereto shall furnish all information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking seek timely to obtain any such actions, consents, approvals or waivers. Each ; provided, however, that each of the Company Seller, Purchaser and Parent shallshall cooperate with each other in connection with the making of all such filings, upon requestincluding, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available the following is permitted under Applicable Law, by (a) providing copies of all such documents to the applicable partynon-filing parties and their advisors prior to filing and, if requested, to accept reasonable additions, deletions or changes suggested in connection therewith and (b) stockholders providing to each other party copies of all correspondence from and such other matters as may be reasonably necessary or advisable to any Governmental Authority in connection with any statementsuch filing. Notwithstanding the foregoing, filingneither Parent, notice Purchaser nor Seller shall be under any obligation to comply with any request or application made requirement imposed by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any Trade Commission (the "FTC"), the Department of Justice (the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written"DofJ") such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult compliance with the other HSR Act if Seller, Parent or Purchaser, in advance the exercise of such entities' reasonable discretion, deems such request or requirement unduly burdensome. Without limiting the generality of the foregoing, none of Parent or Purchaser or Seller shall be obligated to comply with any material meetings with request by, or any requirement of, the Federal Reserve FTC, the DofJ or any other Governmental Authority. If, at any time prior : (i) to the Effective Time, any disclose information relating to the Company or Parent, Purchaser or Seller, as the case may be, reasonably deems it in its best interests to keep confidential; (ii) to dispose of any of their respective Affiliates, officers assets or directors, should be discovered by operations; (iii) to comply with any restriction on the Company manner in which it conducts its operations other than the Business; or Parent that should be set forth in an amendment or supplement (iv) to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state comply with any material fact necessary to make restriction on the statements therein, manner in light of which it conducts the circumstances under which they were made, not misleading, Business after the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyClosing Date.

Certain Filings. (a) The Company Buyer and Parent Seller shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals approvals, or waivers are required to be obtained from parties to any material contractsagreements, in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (cii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals approvals, or waivers. Each of the Company and Parent shallAmong other things, upon requestBuyer agrees that, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available of any legal or contractual requirement or as necessary to obtain approval of abandonment under the Natural Gas Act of any Lateral, it will continue to provide service to the applicable party) stockholders shippers on each Lateral on rates, terms and conditions comparable to those rates, terms and conditions to which such other matters shippers are subject on the date Seller requests authorization and approval for abandonment, including, without limitation, the terms and conditions of the agreements described or referred to in Section 5.3.10 of the Disclosure Statement, and agrees to execute such agreements with such shippers as may be reasonably requested by Seller setting forth such rates, terms and conditions. (b) As soon as reasonably practicable, but in any event within 30 days after all preferential purchase rights referred to in Section 3.2.7 of the Disclosure Statement have been satisfied or waived, Seller shall file with the Federal Energy Regulatory Commission ("FERC") and diligently prosecute any and all instruments and documents necessary or advisable appropriate to seek abandonment under Section 7 (b) of the Natural Gas Act of the Laterals and the service provided through such Laterals and the transfer of the Laterals from Seller to the applicable Buyer Designee as a nonregulated entity. Buyer shall cause the Buyer Designee to cooperate in making such mutually agreeable filings as may be appropriate by it in connection with any statement, filing, notice or application made by or on behalf such abandonment. Seller will send notices of the Company, Parent or any of their respective Subsidiaries, right to exercise the SEC or NYSE preferential purchase rights referred to in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any Section 3.2.7 of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with Disclosure Statement not later than 10 days after the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyClosing Date.

Certain Filings. (a) The Company and Parent shall Buyer agree to use their respective reasonable best efforts to obtain all authorizations, consents, orders and approvals of federal, state, local and foreign regulatory bodies and officials and non-governmental third parties that may be or become necessary for performance of their respective obligations pursuant to this Agreement, and will cooperate fully with one another the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided that except as set forth in the Capital Plan or in the 1999-2001 Capital Expenditure Summary set forth in Schedule 7.02 (a) (the "CAPITAL SUMMARY") and with such other exceptions as in connection with the preparation aggregate would not, and would not reasonably be expected to, have a Material Adverse Effect or require in excess of the Company Disclosure Documents$1,000,000 in capital expenditures, Offer Documents and Schedule 13E-3nothing herein shall require Buyer or Merger Sub to agree to any change to, (b) in determining whether or to make any action by or commitments in respect of, any Franchise or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, License in connection with the consummation of the transactions contemplated by this Agreement and (c) in taking such actions obtaining any consent or making any such filings, furnishing information approval required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely respect to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent The Buyer shall have primary responsibility, with the assistance and cooperation of the Company and its Subsidiaries, for obtaining all authorizations, consents, orders and approvals with respect to the Company's and its Subsidiaries' Licenses and Franchises; provided, however, that the Company and Buyer will have joint responsibility with respect to the joint applications required for the transfers of Licenses under the rules and regulations of the FCC. Each of Buyer and the Company will use its reasonable best efforts to ensure that all necessary applications in connection with transfer of control of the Licenses and the Franchises are filed within twenty days of the date hereof. Without limitation, the Company and Buyer shall each consult with use their reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than twenty days from the date hereof; and each such filing shall request early termination of the waiting period imposed by the HSR Act. For purposes of this Agreement, "LICENSES" means approvals, consents, rights, certificates, orders, franchises, determinations, permissions, licenses, authorities or grants issued, declared, designated or adopted by any federal, state or municipal government or other in advance political subdivision or any department, commission, board, bureau, agency or instrumentality thereof, excluding, however, the Franchises. (b) Any application to any governmental authority for any authorization, consent, order or approval necessary for the transfer of control of any material meetings with the Federal Reserve License or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating Franchise shall be reasonably acceptable to the Company or Parent, or any and Buyer. Without limiting the obligations of their respective Affiliates, officers or directors, should be discovered by the Company and Buyer under Section 7.02(a), each of ------- the Company and Buyer agrees, upon reasonable prior notice, to make appropriate representatives available for attendance at meetings and hearings before applicable governmental authorities in connection with the transfer of control of any License or Parent that should be Franchise. Except as set forth in an amendment the Capital Plan or supplement the Capital Summary, and with such other exceptions as in the aggregate would not have, and would not reasonably be expected to have a Material Adverse Effect or require in excess of $1,000,000 in capital expenditures, neither the Company Disclosure Documentsnor any Subsidiary will agree to any changes to, Offer Documents or Schedule 13E-3make any commitments in respect of, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make Franchise in connection with obtaining the statements therein, in light consent of the circumstances under which they were made, not misleading, Franchising Authority for the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders transfer of the Companycontrol thereof.

Certain Filings. (a) The Company and Parent parties shall cooperate with one another another: (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Agreement; and (cii) in taking seeking any such actions actions, consent approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure DocumentsOffer Registration Statement, Offer Documents and Schedule 13E-3 Merger Registration Statement or Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. Each , provided, however, that the Company shall not be required to make any material monetary expenditure or grant any material accommodation (financial or otherwise) in connection with any of the foregoing. (b) The Company and II-VI shall: (i) use their respective reasonable best efforts to take or cause to be taken, (A) all actions necessary, proper or advisable by such party with respect to the prompt preparation and filing with the SEC of the Offer Registration Statement, Merger Registration Statement and Proxy Statement, (B) such actions as may be required to have the Offer Registration Statement, Merger Registration Statement and Proxy Statement cleared by the SEC, as promptly as practicable, and (C) such actions as may be required to be taken under the Exchange Act and state securities or applicable Blue Sky Laws in connection with the Merger; and (ii) promptly prepare and file all necessary documentation, effect all necessary applications, notices, petitions and filings, and use all reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of Governmental Authorities (including, without limitation, the Offer Registration Statement, Merger Registration Statement, , the National Industrial Security Program Regulations, the International Trade in Arms Regulations and the HSR Act or any other applicable antitrust law or regulation). (c) The Company agrees to provide and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, prior to the Effective Date, all documents that II-VI and MergerSub may reasonably request relating to the existence of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf authority of the CompanyCompany for this Agreement, Parent or any of their respective Subsidiaries, all in form and substance reasonably satisfactory to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents II-VI and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyMergerSub.

Certain Filings. The (a) Each of the Company and Parent shall make promptly any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company shall cooperate with one another (aA) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in promptly determining whether any action by filings are required to be or in respect ofshould be made or consents, approvals, permits or filing withauthorizations are required to be or should be obtained under any other federal, state or foreign law or regulation or whether any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be or should be obtained from other parties to any loan agreements or other contracts or instruments material contracts, to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (cB) in taking such actions or promptly making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain timely any such actionsconsents, consentspermits, authorizations, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise take or undertake all such further action as may be necessary to resolve such objections, if any, as the other party promptly U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any material communication received other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition laws with respect to the transactions contemplated hereby. (b) Without limiting the generality of the undertakings pursuant to Section 6.04(a), (i) Parent shall proffer its willingness to (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, such assets, categories of assets or businesses of the Company or of any United States Subsidiary of Parent, (B) terminate such existing relationships and contractual rights and obligations and (C) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with the relevant Government Antitrust Entity giving effect thereto) if such action is likely to be necessary for the purpose of avoiding or preventing any action by such party any Government Antitrust Entity to seek to restrain, enjoin or otherwise prevent or materially delay consummation of the transactions contemplated by this Agreement prior to the Outside Date (as defined in Section 8.02(a)); (ii) Parent shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of its Affiliates from the Federal Reserve transactions contemplated hereby in accordance with the terms of this Agreement unlawful or any other Governmental Authority regarding any that would prevent or delay consummation of the transactions contemplated hereby, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this subsection (b)) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Outside Date; (iii) each of the Company and Parent will keep the other informed of any understandingsmaterial communication and provide to the other copies of all correspondence, undertakings between it (or agreements (oral or writtenits advisors) such party proposes and any Government Antitrust Entity relating to make or enter into with the Federal Reserve this Agreement or any other Governmental Authority of the matters described in connection with the transactions contemplated hereby. Parent this Section 6.04; and (iv) each of the Company and Parent shall each permit the other to review any material communication to be given by it to, and shall consult with the each other in advance of any material meetings with the Federal Reserve telephonic calls, meeting or any other Governmental Authority. If, at any time prior to the Effective Timeconference with, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC Government Antitrust Entity and, to the extent required under Applicable Lawpermitted, disseminated give the other party the opportunity to attend and participate in such telephonic calls, meeting or conference with, any Government Antitrust Entity and, to the stockholders extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings and conferences. Notwithstanding any of the foregoing, no failure to obtain termination of the waiting period under the HSR Act shall be deemed to be a breach hereunder by the Company. Subject to the foregoing, Parent shall be principally responsible for and in control of the process of dealing with any Government Antitrust Entity relating to its obligations under subsections (b)(i) and (b)(ii) hereof.

Certain Filings. (a) The Company and Parent shall cooperate with one another (a) in connection the Parent with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any to all filings with Governmental Authority is required, or any actions, consents, approvals or waivers Authorities that are required to be obtained from parties made by the Company to carry out the transactions contemplated by this Agreement. The Company shall assist the Parent and the Merger Sub in making all such filings, applications and notices as may be necessary or desirable in order to obtain the authorization, approval or consent of any material contracts, Governmental Authority which may be reasonably required or which the Parent may reasonably request in connection with the consummation of the transactions contemplated by this Agreement and hereby. (cb) in taking such actions or making any such filings, furnishing information required in connection therewith or with Without limiting the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each generality of the Company foregoing, if the Merger and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated herebyhereby are subject to the HSR Act or to any foreign or supranational antitrust, competition, merger control, foreign investment or similar laws or regulations, the parties hereto shall promptly and of in good faith file or cause to be filed the appropriate notifications with respect to the Merger and such transactions. Each party hereto shall respond as promptly as practicable to any understandings, undertakings inquiries or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or requests received from any other Governmental Authority in connection with the transactions contemplated herebyfor additional information or documentation. Parent and the Company Each party shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall (A) promptly notify the other party heretoof any communication to that party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other party or the other party’s counsel to review in advance any proposed written communication to any Governmental Authority; (B) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement without first consulting with the other party, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate therein; and (C) with the exception of business documents deemed confidential by the holder (including documents submitted as attachments to each of the Parent’s Notification and Report Form under the HSR Act), each party shall furnish the other party with copies of all correspondence, filings, and communication (and memoranda setting forth the substance thereof) with any Governmental Authority or members of their respective staffs with respect to this Agreement. The Parent shall bear the responsibility for any required HSR Act filing fees or such other filing fees required under Applicable Lawthe foreign or supranational antitrust, disseminated competition, merger control, foreign investment or similar laws or regulation related to the stockholders of the Companythis Agreement.

Certain Filings. (a) The Company and Parent parties shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from any parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement and (cii) in taking seeking and obtaining any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure DocumentsProxy Statement; provided, Offer Documents however, that the conditions to the parties’ respective obligations to consummate the transactions contemplated hereby shall be limited to those conditions specified in Article VII. The parties shall have the right to review in advance, and Schedule 13E-3 to the extent reasonably practicable each will consult the other on, all the information relating to the other and seeking timely to obtain each of their respective Subsidiaries that appears in any such actionsfiling made with, consentsor written materials submitted to, approvals or waiversany Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Each of the Company and Parent shall, upon request, furnish shall promptly notify and provide a copy to the other all information concerning itself, its Subsidiaries, directors, officers and (party of any substantive written communication received from any Governmental Authority with respect to any filing or submission or with respect to the extent reasonably available Merger and the other transactions contemplated by this Agreement. Each of the Company and Parent shall give the other reasonable prior notice of any substantive communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such filing or any such transaction. Neither the Company nor Parent shall, nor shall they permit their respective representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and without giving, unless prohibited by such Governmental Authority, the opportunity of the other party to the applicable party) stockholders attend or participate. The parties to this Agreement will consult and such other matters as may be reasonably necessary or advisable cooperate with one another in connection with any statementanalyses, filingappearance, notice presentations, memoranda, briefs, arguments, opinions, and proposals made or application made submitted by or on behalf of any party to this Agreement in connection with proceedings under or related to the HSR Act or Other Antitrust Laws. (b) The Company, subject to Parent’s prior review, shall use its reasonable best efforts to take or cause to be taken (A) assuming Parent timely supplies the information required from it and provides reasonable cooperation to the Company, Parent all actions necessary, proper or any of their respective Subsidiaries, advisable with respect to the prompt preparation and filing with the SEC of the Company Proxy Statement, (B) such actions as may be required to have the Company Proxy Statement and any related materials cleared by the SEC as promptly as reasonably practicable, and (C) such actions as may be required to be taken under the Exchange Act and state securities or NYSE applicable Blue Sky Laws in connection with the Company Disclosure DocumentsMerger. In addition, Offer Documents the parties shall use their respective reasonable best efforts to prepare and Schedule 13E-3. Parent file as promptly as reasonably practicable all necessary documentation, effect all necessary applications, notices, petitions and filings, and use all reasonable best efforts to obtain all material Permits from any Governmental Authorities necessary to consummate the Company shall each advise Merger (including, without limitation, any filing under the other party promptly of any material communication received by such party HSR Act or any of its Affiliates applicable Other Antitrust Law), including (1) responding as promptly as practicable to any inquiries from the Federal Reserve or any other Governmental Authority regarding any Trade Commission and the Antitrust Division of the transactions contemplated herebyDepartment of Justice for additional information or documentation; and (2) complying with the requirements of, and of responding as promptly as reasonably practicable to all inquiries and requests received from any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with with, the HSR Act or Other Antitrust Laws related to the Merger or the other transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companythis Agreement.

Certain Filings. The Company To the extent such filings have not been made prior to the date hereof, each Party shall make or cause to be made, in cooperation with the other Parties and Parent shall cooperate with one another to the extent applicable and as promptly as practicable, (a) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event within five (5) business days following the Effective Date) and (b) all other necessary filings with other Governmental Entities relating to the transactions contemplated hereby; provided, however, that the Buyer shall each pay One Hundred Percent (100%) of the filing fees in connection with Buyer’s and Seller’s filings under the preparation HSR Act. Each Party shall use its best efforts to respond to any requests for additional information made by the Federal Trade Commission, the United States Department of Justice or any other Governmental Entity, to take all actions necessary to obtain any required approvals of the Company Disclosure DocumentsFederal Trade Commission, Offer Documents the United States Department of Justice or any other Governmental Entity, to cause any applicable waiting periods under the HSR Act to terminate or expire at the earliest possible date and Schedule 13E-3to resist in good faith, at each of their respective cost and expense (b) in determining whether any action by including the institution or in respect of, or filing withdefense of legal proceedings), any Governmental Authority is requiredassertion that the transactions contemplated hereby constitute a violation of the antitrust Laws, or any actions, consents, approvals or waivers are required all to be obtained from parties to any material contracts, in connection with the end of expediting consummation of the transactions contemplated by hereby; provided, however, that nothing in this Agreement and (c) in taking such actions shall require that the Buyer divest, sell or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or hold separate any of its or its Affiliates’ (including, for this purpose, the Selling Entity’s) assets, businesses or properties or enter into a consent decree or assume any other obligations with respect to the ongoing operations of the Buyer and/or its Affiliates from (including, for this purpose, the Selling Entity). The Buyer shall consult with the Selling Entity, and the Sellers shall consult with the Buyer, prior to any meetings, by telephone or in person, with the staff of the Federal Reserve Trade Commission, the United States Department of Justice or any other Governmental Authority Entity regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes each Party shall have the right to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, have a representative present at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companymeeting.

Certain Filings. (a) The Company and Parent shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actionsagree to use their respective reasonable best efforts to obtain all authorizations, consents, orders and approvals of Governmental Authorities and non-governmental third parties that may be or waivers are required become necessary to be obtained from parties to any material contracts, in connection with the consummation of consummate the transactions contemplated by this Agreement or for performance of their respective obligations pursuant to this Agreement, and (c) in taking such actions or making any such filings, furnishing information required in connection therewith or will cooperate fully with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and other parties in promptly seeking timely to obtain any all such actionsauthorizations, consents, approvals or waivers. Each of orders and approvals; provided that the Company and Parent shall, upon request, furnish will not be permitted or required to the other all information concerning itself, its Subsidiaries, directors, officers and (agree or proffer to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary divest or advisable in connection with hold separate any statement, filing, notice assets or application made by or on behalf business of the Company, Parent or any of their respective Subsidiaries, or to the SEC or NYSE take any other action (including agreeing to any condition in connection with the Company Disclosure Documentsrespect of, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve amendment to, any License or any other Governmental Authority regarding any of concession), that, in each case, individually or in the transactions contemplated herebyaggregate, and of any understandingswould reasonably be expected to have an impact (whether affecting the Company, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective AffiliatesSubsidiaries) equivalent to a Company Material Adverse Effect. The Company shall have primary responsibility, officers or directorswith the assistance and cooperation of Parent, should for obtaining all authorizations, consents, orders and approvals with respect to the Company’s and its Subsidiaries’ Licenses; provided that the Company and Parent will have joint responsibility with respect to the joint applications required for the transfer of control of any such Licenses under the rules and regulations of the FCC and the PPUC. Each of Parent and the Company will use its reasonable best efforts to ensure that all necessary applications in connection with the transfer of control of any such Licenses are filed within ten Business Days of the date hereof, except that PPUC transfer of control notifications that do not require affirmative approval may be discovered filed within 20 Business Days of the date hereof. Without limitation, the Company and Parent shall each make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable but in no event later than ten Business Days from the date hereof (and each such filing shall request early termination of the waiting period imposed by the Company or Parent HSR Act), supply as promptly as practicable any additional information and documentary material that should may be set forth in an amendment or supplement requested pursuant to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact HSR Act and take all other actions necessary to make cause the statements therein, in light expiration or termination of the circumstances applicable waiting periods under which they were madethe HSR Act as soon as practicable. For purposes of this Agreement, not misleading“Licenses” means approvals, the party that discovers such information shall promptly notify the other party heretoconsents, and an appropriate amendment rights, certificates, orders, franchises, determinations, permissions, licenses, authorities or supplement describing such information shall promptly be prepared and filed with the SEC andgrants issued, to the extent required under Applicable Lawdeclared, disseminated to the stockholders of the Companydesignated or adopted by any Governmental Authority.

Certain Filings. The Company Buyer shall use commercially reasonable efforts to make or obtain or cause to be made or obtained, and Parent Seller shall (at Buyer’s sole expense) assist and cooperate therewith, and as promptly as practicable prior to the Closing Date, all approvals, permits, registrations, filings and notices appropriate under Applicable Laws relating to the transactions contemplated hereby; provided, however, that Buyer shall pay all costs associated with one another such filings, including, without limitation, the filing fees in connection therewith. Prior to the Closing Date, Buyer shall use reasonable efforts, and Seller shall (at Buyer’s sole expense) assist and cooperate therewith, to (a) in connection respond at the earliest practicable date to any requests for additional information made by any governmental authority or agency with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3respect to all filings made under Applicable Laws, (b) take all actions necessary to cause the waiting periods for all filings made under Applicable Laws to terminate or expire at the earliest possible date, (c) take or cause to be taken all actions necessary to obtain any appropriate approvals of any governmental authorities or agencies and (d) resist in determining whether any action by good faith, at its cost (including, at the sole discretion of Buyer, the institution or in respect of, or filing withdefense of litigation), any Governmental Authority is requiredassertion that the transactions contemplated hereby constitute a violation of Applicable Laws, all to the end of expediting consummation of the transactions contemplated hereby. The parties shall promptly inform each other of any material communication from any governmental authority or agency regarding any actionsof the transactions contemplated hereby and shall permit each other to review in advance any proposed communication to any governmental authority or agency, consents, approvals or waivers are subject to Applicable Laws and provided that the parties shall not be required to be obtained from parties provide to each other with any material contracts, in connection with the consummation documents or other materials related to a party’s valuation of the transactions contemplated by this Agreement Agreement. Prior to the Closing Date, Buyer shall use reasonable efforts to consult with Seller, and (c) Seller shall use reasonable efforts to consult with Buyer, prior to any meetings, by telephone or in taking such actions or making any such filingsperson, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly staff of any material communication received by such party governmental authority or any of its Affiliates from the Federal Reserve or any other Governmental Authority agency regarding any of the transactions contemplated hereby, and to the extent practicable, each party may have a representative present at any such meeting. Prior to the Closing Date, Buyer shall not notify the residents of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. (a) The Company and Parent shall reasonably cooperate with one another (ai) in connection with the preparation of the Proxy Statement, which shall, subject to ‎Section 6.03(b), include the Company Disclosure Documents, Offer Documents and Schedule 13E-3Board Recommendation, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. (b) As promptly as practicable following the date of this Agreement, Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Registration Statement in connection with the registration under the 1933 Act of the shares of Parent Common Stock to be issued in Merger I. Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the 1933 Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate Merger I and the other transactions contemplated hereby. Each of the Company and Parent shall, upon request, shall furnish to the other all information concerning itselfthe Company and the holders of shares of Company Common Stock and Parent and the holders of Parent Common Stock, its Subsidiariesas applicable, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable requested in connection with any statement, filing, notice or application made by or on behalf of such action. (c) The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders and Parent’s stockholders, Parent or any of their respective Subsidiariesas applicable, to as promptly as practicable after the SEC or NYSE Registration Statement is declared effective under the 1933 Act and in connection with the Company Disclosure Documentsmailing of the Form of Election. (d) No filing of, Offer Documents or amendment or supplement to, the Registration Statement will be made by Parent, and Schedule 13E-3. Parent and no filing of, or amendment or supplement to, the Proxy Statement will be made by the Company shall or Parent, in each advise case without providing the other party promptly of a reasonable opportunity to review and comment thereon (other than, in each case, any material communication received by such party filing, amendment or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority supplement in connection with an Adverse Change Recommendation), and each party shall consider in good faith all comments reasonably proposed by the transactions contemplated herebyother party. Parent and Each of the Company and Parent shall each consult promptly provide the other with copies of all such filings, amendments or supplements to the extent not readily publicly available. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other and provide such other assistance as may be reasonably requested by such other party to be included therein and shall otherwise reasonably assist and cooperate with the other in advance the preparation of the Registration Statement or Proxy Statement, as applicable, and the resolution of any material meetings with comments to either received from the Federal Reserve or any other Governmental AuthoritySEC. If, If at any time prior to the Effective Timereceipt of the Company Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company or Parent that should which is required to be set forth in an amendment or supplement to either the Company Disclosure Documents, Offer Documents Registration Statement or Schedule 13E-3the Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the SEC and, to the extent required under by Applicable Law, disseminated to the stockholders of the CompanyCompany or the stockholders of Parent, as applicable. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Registration Statement or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Statement, Proxy Statement or the Mergers and (ii) all orders of the SEC relating to the Registration Statement. No response to any comments from the SEC or the staff of the SEC relating to the Proxy Statement will be made by either party without providing the other a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC, and each party shall consider in good faith all comments reasonably proposed by the other party. The parties will cause the Registration Statement and Proxy Statement to comply as to form in all material respects with the applicable provisions of the 1933 Act and the 1934 Act, as applicable, and the rules and regulations thereunder.

Certain Filings. The (a) As soon as practicable following the date of this Agreement, the Company and Parent shall cooperate with one another (a) prepare the Registration Statement and the Proxy Statement/Prospectus, and Parent shall, in connection cooperation with the preparation of Company, prepare the Company Disclosure Documents, Offer Documents Parent Circular and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsthe Listing Particulars. Parent shall, in connection cooperation with the consummation of Company, file the transactions contemplated by this Agreement and (c) in taking such actions or making any such filings, furnishing information required in connection therewith or Registration Statement with the Company Disclosure DocumentsSEC, Offer Documents in which the Proxy Statement/Prospectus will be included as the Company’s proxy statement and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waiversParent’s prospectus. Each of the Company and Parent shall, upon request, furnish shall use reasonable efforts to have the other all information concerning itself, its Subsidiaries, directors, officers Registration Statement declared effective under the 1933 Act as promptly as practicable after that filing and (to keep the extent reasonably available Registration Statement effective as long as is necessary to consummate the applicable party) stockholders and such other matters Merger. As promptly as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf practicable after the date of the Companythis Agreement, Parent or any of their respective Subsidiaries, shall also use reasonable efforts to cause the ADR Depositary to file with the SEC the Form F-6 and use its reasonable efforts to have the Form F-6 declared effective as soon as practicable after that filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which Parent is not now so qualified, filing a general consent to service of process in any jurisdiction in which it is not now generally subject to process or NYSE subjecting both to taxation in any such jurisdiction in which it is not now subject to taxation) required to be taken under any applicable United States state securities laws in connection with the issuance of Parent Ordinary Shares and Parent ADSs in connection with the Merger. (b) The Company Disclosure Documentsand its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement, Offer Documents the Parent Circular and Schedule 13E-3the Listing Particulars, and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Prospectus, in each case each time before either of those documents (or any amendment to any such document) is filed with the SEC or the UKLA, and reasonable and good faith consideration shall be given to any comments made by that party and its counsel. Each of Parent and the Company shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus or the Registration Statement or the UKLA with respect to the Parent Circular or the Listing Particulars, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. (c) No amendment or supplement to the Registration Statement, Proxy Statement/Prospectus, Parent Circular or Listing Particulars will be made by the Company or Parent without the approval of the other party, which will not be unreasonably withheld or delayed except as may be required by applicable law, order of a Governmental Entity of competent jurisdiction or any listing agreement with or rule of any regulatory body, national securities exchange or association; provided that, the Company, in connection with a modification or change of the Company Recommendation in compliance with the terms and conditions of this Agreement, or Parent, in connection with a modification or change in the Parent Recommendation in compliance with the terms and conditions of this Agreement, may amend or supplement the Proxy Statement/Prospectus, the Registration Statement, the Parent Circular or the Listing Particulars to effect such a modification or change, and in that event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors’ deliberations and conclusions be accurately described. Each party will advise the other party party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any material communication received by such party or any of its Affiliates from stop order, the Federal Reserve or any other Governmental Authority regarding any suspension of the transactions contemplated hereby, and qualification of any understandings, undertakings the Parent Ordinary Shares or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority Parent ADSs issuable in connection with the transactions contemplated hereby. Parent and Merger for offering or sale in any jurisdiction, or any request by the Company shall each consult with SEC or the other in advance UKLA for amendment of any material meetings with of the Federal Reserve Disclosure Filings or any other Governmental Authoritycomments thereon and responses to those comments or requests by the SEC or the UKLA for additional information. If, If at any time prior to the Effective Time, Time the Company or Parent discover any information relating to the Company or Parenteither party, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to any of the Company Disclosure Documents, Offer Documents or Schedule 13E-3Filings, so that any of such those documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinin any such document, in light of the circumstances under which they were made, not misleading, the party that discovers such that information shall promptly notify the other party hereto, parties and an appropriate amendment or supplement describing such that information shall be promptly be prepared and filed with the SEC and (if required) the UKLA and, to the extent required under Applicable Lawby law or regulation, disseminated to the stockholders shareholders of the CompanyCompany and Parent. (d) The Company and Parent shall cooperate with one another in (i) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement, (ii) seeking any of those actions, consents, approvals or waivers or making any of those filings, furnishing information required in connection therewith and seeking promptly to obtain any of those actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the Company Stockholder Meeting and the Parent Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same date. Each party shall permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in those meetings and conferences, in each case in connection with the transactions contemplated by this Agreement.

Certain Filings. (a) The Company Corporation and Parent shall Buyer will, and will cause their Affiliates to, cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, of or filing with, any Governmental Authority governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (cii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each Without limiting the generality of the Company foregoing, the Corporation and Parent shallBuyer, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available required to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable do so in connection with the exercise of the Warrants, shall prepare and file the notifications required under the HSR Act in connection with the transactions contemplated by this Agreement. The Corporation and Buyer shall respond as promptly as practicable to (i) any statementinquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. The Corporation and Buyer shall (A) give the other parties prompt notice of the commencement of any action, filingsuit, notice litigation, arbitration, preceding or application made investigation by or on behalf before any governmental body with respect to the transactions contemplated by this Agreement, (B) keep the other parties informed as to the status of any such action, suit, litigation, arbitration, preceding or investigation, and (C) promptly inform the Companyother parties of any communication to or from the Federal Trade Commis-sion, Parent the Department of Justice or any other governmental body regarding the transactions contemplated by this Agreement. (b) The Corporation and Buyer will, and will cause their Affiliates to, take such actions, make such payments or commitments, and agree to such amendments to any of their respective Subsidiariesfranchises, licenses, contracts or other agreements or authorizations, as shall be required in order to the SEC obtain a consent, approval or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates waiver from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority Person in connection with the transactions contemplated hereby, except if such actions, payments, commitments or amendments, considered individu-ally or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Corporation or Buyer, as the case may be. Parent If the Corporation or Buyer believes that such actions, payments, commitments or amendments would have such a Material Adverse Effect, the Corporation and the Company Buyer shall each consult with the other cooperate in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior good faith to seek a resolution to the Effective Time, any information relating circumstances which give rise to the Company requirement for such action, payment, commitment or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and determine an otherwise appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Companyresolution.

Certain Filings. The Company (a) Sellers and Parent Buyer shall cooperate with one another (ai) with respect to their obligations set forth in connection with Section 7.03(b), including preparing and filing the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3FCC Applications, (bii) in determining whether any other action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and (ciii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of . (b) Buyer and the Company shall use their reasonable best efforts to take, or cause to be taken, all actions and Parent shallto do, upon requestor cause to be done, furnish all things necessary under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including filing, or causing to be filed, as promptly as practicable, (i) any required notification and report forms under the HSR Act or any other Antitrust Laws with the applicable Governmental Authority and (ii) any applications, notices, reports, disclosures or other filings, including but not limited to the other all information concerning itselfFCC Applications, its Subsidiaries, directors, officers and (related to the extent reasonably available to Permits with the applicable party) stockholders and such other matters as may be reasonably Governmental Authority that are necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement (such applications, notices, reports, disclosures or other filings related to the Permits, including, but not limited to, those as set forth on Section 7.03(b) of the Disclosure Schedules, the “Permit Approvals”); provided, however, that no Party shall be obligated to pay any statementconsideration to any third party from whom consent or approval is requested under any Contract. Buyer and the Company shall consult with each other as to the appropriate time of filing such notifications and shall agree upon the timing of such filings. (c) Subject to appropriate confidentiality safeguards, filingeach Party shall (i) respond promptly (and, notice in any event, within ten (10) days) to any request for additional information, documents or application other materials made by or on behalf of the Company, Parent any Governmental Authority with respect to any filings or any of their respective Subsidiariesthe transactions contemplated by this Agreement, (ii) promptly notify counsel to the other Party of, any communications from or with any Governmental Authority in connection with any of the transactions contemplated by this Agreement and, to the SEC extent reasonably practicable, enable counsel to the other Party to participate in any such communications, (iii) not participate in any prescheduled telephonic or NYSE in-person meeting with any Governmental Authority in connection with any of the transactions contemplated by this Agreement unless such Party consults with counsel to the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party a reasonable opportunity to attend, participate and speak thereat, (iv) furnish such information and assistance as may be reasonably requested in connection with the Company Disclosure Documents, Offer Documents preparation of necessary filings or submission of information to the applicable Governmental Authority and Schedule 13E-3. Parent and the Company shall each advise provide counsel to the other party promptly of Party the opportunity to review in advance any material communication received by such party document, opinion or proposal to be made or submitted to any Governmental Authority, (v) defend all Proceedings to which it or any of its Affiliates from affiliates is a party challenging or affecting this Agreement or the Federal Reserve or any other Governmental Authority regarding any consummation of the transactions contemplated hereby, in each case until the issuance of a final, non-appealable Order with respect to each such Proceeding, (vi) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable Order with respect thereto, and of (vii) take reasonable best efforts to resolve any understandings, undertakings objection or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or assertion by any other Governmental Authority in connection with challenging this Agreement or the transactions contemplated hereby. Parent Sellers and Buyer shall use their reasonable best efforts to cause the waiting periods under the HSR Act and any other Antitrust Laws to terminate or expire at the earliest possible date after the date of filing and to obtain all Permit Approvals as promptly as practicable. All filing fees relating to this Section 7.03 shall be borne and paid fully by Sellers. (d) Notwithstanding anything to the contrary herein or otherwise, (i) Buyer and Company shall jointly determine strategy and timing and coordinate all activities with respect to seeking Permit Approvals, including FCC Approval, (ii) the Company shall, and shall cause each consult Seller to, use its commercially reasonable efforts to take such actions as reasonably requested by Buyer, after consultation with the other Company, in advance connection with obtaining any such Permit Approvals, and (iii) Buyer shall use its commercially reasonable efforts to seek to obtain any Permits that are subject to a Permit Approval that are not transferrable and that are required to conduct the business of the Company and its Subsidiaries in the Ordinary Course; provided, however, that neither Buyer nor the Sellers shall be obligated to pay any material meetings with the Federal Reserve or consideration to any other Governmental Authority. If, at Person to obtain any time such replacement Permits. (e) If any Permit Approval is not obtained prior to the Effective TimeClosing, then, until the earlier of such time as (i) such Permit Approval is obtained by Sellers, (ii) Buyer separately obtains any information relating such Permit (sufficient to conduct the business of the Company or Parentand its Subsidiaries in the Ordinary Course) and (iii) the closing of the Chapter 11 Cases, Sellers shall, and shall cause their respective Subsidiaries to continue to, use reasonable best efforts to obtain, or cause to be obtained, such Permit Approval, and Buyer shall provide reasonable cooperation to Sellers, at Buyer’s sole cost and expense, subject to any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light approval of the circumstances under which they were made, not misleading, the party Bankruptcy Court that discovers such information shall promptly notify the other party heretomay be required, and Sellers shall and shall cause their Subsidiaries to enter into an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC andarrangement reasonably acceptable to Buyer intended to both (A) provide Buyer, to the fullest extent required under Applicable not prohibited by applicable Law, disseminated the claims, rights, remedies and benefits under, and pursuant to, such Permit(s) and (B) cause Buyer, subject to Buyer receiving such claims, rights, remedies and benefits, to assume and bear all Assumed Liabilities with respect to such Permits from and after the stockholders Closing (as if such Permit had been transferred to Buyer as of the CompanyClosing) in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). Upon obtaining the relevant Permit Approval, each Seller shall, and shall cause any of its applicable Subsidiaries to, promptly sell, convey, assign, transfer and deliver to Buyer such Permit for no additional consideration.

Certain Filings. The (a) Sellers and Buyer shall, and Sellers (prior to the Closing) and Buyer (following the Closing) shall cause each Company and Parent shall Subsidiary to, cooperate with each other and one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any approval, consent, authorization, clearance, waiver or any other action by or in respect of, or filing or notification with, any Governmental Authority is requiredrequired (including, without limitation, under applicable Antitrust Laws), or any actions, consents, clearances, authorizations, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (cii) in taking such actions or making any such filingsfilings or notifications, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, clearances, authorizations, approvals or waivers. Each waivers (including, without limitation, seeking early termination of applicable waiting periods). (b) Buyer and each Seller agree to (i) take all actions necessary to make, or cause to be made, the filings required of Buyer and such Seller (or their respective Affiliates) under (x) the HSR Act with respect to the transactions contemplated hereby as promptly as practicable (and in any event, within ten Business Days of the Company date hereof), and Parent shall, upon request, furnish (y) any other applicable Antitrust Law with respect to the other all information concerning itselftransactions contemplated hereby as promptly as practicable (and in any event, its Subsidiarieswithin 15 Business Days of the date hereof), directors, officers and (to ii) comply at the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection earliest practicable date with any statementrequest for additional information, filing, notice documents or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication materials received by such party hereto from any Governmental Authority in respect of such filings under any applicable Antitrust Law, and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods or receive approval, as the case may be, under any such Antitrust Law as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any action, suit or other proceeding is instituted or threatened by any Governmental Authority or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding private party challenging any of the transactions contemplated hereby, and hereby as violative of any understandingsAntitrust Law, undertakings Buyer and Sellers shall use their respective reasonable best efforts promptly to resolve such objections. Without limiting the generality of the foregoing, Buyer and, if requested by Buyer, Sellers, shall agree to hold separate or agreements to divest any of the businesses or properties or assets of any such Company or Subsidiary, as may be required (oral or writteni) such party proposes to make or enter into with by the Federal Reserve or any other applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Antitrust Law, or (ii) by any domestic or foreign court or other tribunal, in any action, suit or other proceeding brought by a private party or Governmental Authority challenging such transactions as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement; provided that (A) nothing shall obligate Buyer or Sellers to take any such action if (x) any such action could reasonably be expected to cause a Material Adverse Effect, or (y) any such action is not conditional on the consummation on the transactions contemplated by this Agreement, (B) Sellers shall not take or offer to take any such action without first obtaining the consent of Buyer, and (C) if Buyer or Sellers are required to take any action in accordance with Section 8.03(c) and the option of choosing such action to offer to take or the action to take is available, Buyer retains the right to choose the action to offer to take and/or the action to take, provided that, in no event shall the Company or any of its Subsidiaries be required to take any such action over and above the minimum actions required by any Government Authority or domestic or foreign court or other tribunal. For the avoidance of doubt, (x) in no event shall Buyer be entitled to any reduction in the Purchase Price as a result of it having to take any of the actions described in the immediately preceding sentence and (y) Buyer shall be entitled to receive the net proceeds (after fees, expenses and other transaction costs) and any other consideration received in the event either Buyer or Sellers are required to take any of the actions described in the immediately preceding sentence. (d) Buyer and Sellers shall use their respective reasonable best efforts to keep the other parties informed in all material respects with respect to any communication given or received in connection with any filing, submission, investigation or proceeding relating to the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company.

Certain Filings. The (a) Subject to the terms and conditions of this Agreement (including but not limited to Section 8.2(b) below), the Company and Parent Parent, EGS and Merger Subsidiary shall consult and cooperate with one another (ai) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, Offer Documents and Schedule 13E-3, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority Entity is required, required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking seeking any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Documents or the Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. . (b) Each of the Company Company, Parent, EGS and Parent shallMerger Subsidiary will make as promptly as practicable all filings necessary under the HSR Act and other applicable federal, upon requeststate, furnish local and foreign antitrust, competition and other similar laws (collectively, the "Antitrust Laws") in order to the other all information concerning itselfobtain any required regulatory approvals, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary clearance or advisable expirations of waiting periods in connection with the transactions contemplated by this Agreement. Subject to the limitations contained in the last sentence of this Section 8.2(b), each of the Company, Parent, EGS and Merger Subsidiary shall use its reasonable best efforts to resolve such objections, if any, as any statementGovernmental Entity with jurisdiction over the enforcement of any Antitrust Laws may assert with respect to the Offer or the Merger under any such Antitrust Laws. The parties shall consult with each other when dealing with any such Governmental Entity and before submitting any application or other written communication to any such Governmental Entity. Notwithstanding the foregoing or any other provisions contained in this Agreement to the contrary, filingneither Parent nor any of its affiliates shall be under any obligation of any kind to enter into any negotiations or to otherwise agree with any Governmental Entity, notice including but limited to any Governmental Entity with jurisdiction over the enforcement of any applicable Antitrust Laws, or application made by any other party to sell or on behalf otherwise dispose of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and the Company shall each consult with the other in advance of any material meetings with the Federal Reserve or any other Governmental Authority. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the Company's affiliates.

Certain Filings. (a) The Company and Parent shall reasonably cooperate with one another (ai) in connection with the preparation of the Proxy Statement, which shall, subject to Section 6.03(b), include the Company Disclosure Documents, Offer Documents and Schedule 13E-3Board Recommendation, (bii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ciii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. (b) As promptly as practicable following the date of this Agreement, Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Registration Statement in connection with the registration under the 1933 Act of the shares of Parent Common Stock to be issued in Merger I. Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the 1933 Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate Merger I and the other transactions contemplated hereby. Each of the Company and Parent shall, upon request, shall furnish to the other all information concerning itselfthe Company and the holders of shares of Company Common Stock and Parent and the holders of Parent Common Stock, its Subsidiariesas applicable, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable requested in connection with any statement, filing, notice or application made by or on behalf of such action. (c) The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders and Parent’s stockholders, Parent or any of their respective Subsidiariesas applicable, to as promptly as practicable after the SEC or NYSE Registration Statement is declared effective under the 1933 Act and in connection with the Company Disclosure Documentsmailing of the Form of Election. (d) No filing of, Offer Documents or amendment or supplement to, the Registration Statement will be made by Parent, and Schedule 13E-3. Parent and no filing of, or amendment or supplement to, the Proxy Statement will be made by the Company shall or Parent, in each advise case without providing the other party promptly of a reasonable opportunity to review and comment thereon (other than, in each case, any material communication received by such party filing, amendment or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority supplement in connection with an Adverse Change Recommendation), and each party shall consider in good faith all comments reasonably proposed by the transactions contemplated herebyother party. Parent and Each of the Company and Parent shall each consult promptly provide the other with copies of all such filings, amendments or supplements to the extent not readily publicly available. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other and provide such other assistance as may be reasonably requested by such other party to be included therein and shall otherwise reasonably assist and cooperate with the other in advance the preparation of the Registration Statement or Proxy Statement, as applicable, and the resolution of any material meetings with comments to either received from the Federal Reserve or any other Governmental AuthoritySEC. If, If at any time prior to the Effective Timereceipt of the Company Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company or Parent that should which is required to be set forth in an amendment or supplement to either the Company Disclosure Documents, Offer Documents Registration Statement or Schedule 13E-3the Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the SEC and, to the extent required under by Applicable Law, disseminated to the stockholders of the CompanyCompany or the stockholders of Parent, as applicable. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Registration Statement or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Statement, Proxy Statement or the Mergers and (ii) all orders of the SEC relating to the Registration Statement. No response to any comments from the SEC or the staff of the SEC relating to the Proxy Statement will be made by either party without providing the other a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC, and each party shall consider in good faith all comments reasonably proposed by the other party. The parties will cause the Registration Statement and Proxy Statement to comply as to form in all material respects with the applicable provisions of the 1933 Act and the 1934 Act, as applicable, and the rules and regulations thereunder.

Certain Filings. The Company (a) Seller, the Covenantors, Parent and Parent Buyer shall cooperate with one another each other (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority governmental body, agency, official or authority is required, including the HSR Act, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (cb) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to To the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with that any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE filing fees are paid in connection with the Company Disclosure Documentsmatters contemplated in this section 8.2, Offer Documents and Schedule 13E-3. Parent and the Company each party shall each advise the other party promptly bear one-half of any material communication received by such party filing fees required. (b) Parent, Buyer and Sellers agree to cooperate with respect to, and agree to use all reasonable efforts to contest and resist, any Action, including 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”) of its Affiliates from any governmental authority that is in effect and that restricts, prevents or prohibits the Federal Reserve or any other Governmental Authority regarding any consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and of any understandingsjudicial appeal and all available legislative action. Upon the terms and subject to the conditions set forth in this Agreement, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with the HSR Act, each of Seller, Covenantors, Parent and Buyer agrees to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby. Parent , including the obtaining of all necessary actions or nonactions, waivers, consents and approvals from governmental authorities and the Company making of all necessary registrations and filings (including filings with governmental authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action by, any governmental authority; provided, however, that a party shall each consult with not be obligated to take any action pursuant to this Section if the other taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (i) to Adversely impact the economic or business benefits of the transactions contemplated hereby or (ii) to result in advance an Order (A) prohibiting or limiting the ownership or operation by Buyer of any material meetings with portion of the Federal Reserve business or assets of Seller or compelling Buyer to dispose of or hold separate any of the business or assets of Buyer or any other Governmental Authority. If, at any time prior to portion of the Effective Time, any information relating to business or assets of Seller as a result of the Company or Parenttransactions contemplated hereby, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth (B) prohibiting Buyer from effectively controlling in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make respect the statements therein, in light business or operations of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanySeller.

Certain Filings. The Company (a) As promptly as practicable following the Execution Date (and Parent shall in any event no later than 10 Business Days following the Execution Date), (x) the Parties shall, to the extent required, (i) make their required respective filings under the HSR Act with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, which filings will include a request for early termination of any applicable waiting period, (ii) after such filings are made, make any other required submissions under the HSR Act, (iii) use all commercially reasonable efforts to cooperate with one another (a) in connection with the preparation of the Company Disclosure Documentsmaking all such filings that are required or advisable and timely seeking all such consents, Offer Documents and Schedule 13E-3permits, (b) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consentsauthorizations, approvals or waivers are HSR Clearance and (iv) use all commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under relevant antitrust or competition Laws with respect to the transactions contemplated hereby and (y) the Parties hereto shall make all required filings or applications necessary to obtain any consents required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, Offer Documents and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waivers. Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Reserve or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority NYPSC in connection with the transactions contemplated herebyby this Agreement. Parent Each of Crestwood and CEGPS shall pay 50% of all filing fees under the Company shall each consult with HSR Act. (b) Notwithstanding the other in advance of any material meetings with the Federal Reserve foregoing or any other Governmental Authority. Ifprovision of this Agreement, at any time prior to the Effective Timein no event will Crestwood, any information relating to the Company or Parent, CEGPS or any of their respective AffiliatesAffiliates be required to enter into or offer to enter into any divestiture, officers hold-separate, business limitation or directorssimilar agreement or undertaking in connection with this Agreement or the transactions contemplated by this Agreement. (c) Subject to Section 5.3(b), should be discovered Crestwood and CEGPS shall cooperate fully with respect to any filing, submission or communication with a Governmental Entity having jurisdiction over the transactions contemplated by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC andthis Agreement. Such cooperation shall, to the extent required under Applicable permitted by applicable Law, disseminated include each Party: (i) providing, in the case of oral communications with a Governmental Entity, advance notice to the stockholders other Parties of any such communication and an opportunity for the Companyother Parties to participate to the extent practicable; (ii) providing, in the case of written communications, other than the HSR filing itself or other written communications containing confidential or competitively sensitive information 44 concerning such Party or its Affiliates or the transactions contemplated by this Agreement, an opportunity for the other Parties to comment on any such communication and providing the other Parties with a final copy of all such communications subject to restrictions pursuant to relevant antitrust or competition Laws on the sharing of certain information; and (iii) complying promptly with any request for information from a Governmental Entity (including an additional request for information and documentary material).

Certain Filings. (a) The Company and Parent parties shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents, Offer Documents and Schedule 13E-3, (bi) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from any parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (cii) in taking seeking and obtaining any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith therewith; provided that the conditions to the parties' respective obligations to consummate the transactions contemplated hereby shall be limited to those conditions specified in Article IX. The parties shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Company Disclosure Documents, Offer Documents Merger and Schedule 13E-3 and seeking timely to obtain any such actions, consents, approvals or waiversthe other transactions contemplated by this Agreement. Each of the Company and Parent shall, upon request, furnish shall promptly notify and provide a copy to the other all information concerning itself, its Subsidiaries, directors, officers and (party of any written communication received from any Governmental Authority with respect to any filing or submission or with respect to the extent reasonably available Merger and the other transactions contemplated by this Agreement. Each of the Company and Parent shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such filing or any such transaction. Neither the Company nor Parent shall, nor shall they permit their respective representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and without giving, unless prohibited by such Governmental Authority, the opportunity of the other party to the applicable party) stockholders attend or participate. The parties to this Agreement will consult and such other matters as may be reasonably necessary or advisable cooperate with one another in connection with any statementanalyses, filingappearance, notice presentations, memoranda, briefs, arguments, opinions, and proposals made or application made submitted by or on behalf of any party to this Agreement in connection with proceedings under or related to the HSR Act or Other Antitrust Laws. (b) The parties (i) shall use their respective reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Exchange Act and state securities or applicable Blue Sky Laws in connection with the Merger and (ii) shall promptly prepare and file all necessary documentation, effect all necessary applications, notices, petitions and filings, and use all reasonable efforts to obtain all necessary consents from any Governmental Authorities necessary to consummate the Merger (including, without limitation, any filing under the HSR Act or any applicable Other Antitrust Law). (c) If required, each of the Company, Parent and Merger Sub shall take all reasonable action necessary (i) to file as soon as practicable notifications or other required items under the HSR Act and any of their respective Subsidiariesapplicable Other Antitrust Law, (ii) to the SEC or NYSE in connection with the Company Disclosure Documents, Offer Documents and Schedule 13E-3. Parent and the Company shall each advise the other party respond as promptly of as practicable to any material communication received by such party or any of its Affiliates inquiries from the Federal Reserve or any other Governmental Authority regarding any Trade Commission and the Antitrust Division of the transactions contemplated herebyDepartment of Justice for additional information or documentation, (iii) to comply with the requirements of, and of respond as promptly as reasonably practicable to all inquiries and requests for additional information received from any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Reserve or any other Governmental Authority in connection with with, the HSR Act or Other Antitrust Laws related to the Merger or the other transactions contemplated hereby. Parent by this Agreement and (iv) to use reasonable best efforts to avoid or eliminate each and every impediment under the Company shall each consult with the other in advance of any material meetings with the Federal Reserve HSR Act or any other Other Antitrust Law that may be asserted by any Governmental Authority. If, at any time prior Authority with respect to the Effective Time, Merger so as to enable the Closing to occur as soon as reasonably possible and in any information relating to event no later than the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Company Disclosure Documents, Offer Documents or Schedule 13E-3, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of the CompanyEnd Date.