Common use of Certain Regulatory Matters Clause in Contracts

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement, New PubCo and the Company shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions. The Parties shall promptly and in good faith respond to all information requested of it by a Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party shall: (A) promptly inform the others of any communication to or from a Governmental Entity regarding the Transactions; (B) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (F) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days after practicable following the date of this Agreement, New PubCo Parent and the Company shall each prepare and file make any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with Laws. Parent and the Transactions. The Parties Company shall promptly and in good faith respond to all information requested of it by a the U.S. Federal Trade Commission and U.S. Department of Justice or other Governmental Entity (as it relates to Antitrust Laws) in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under applicable Antitrust Laws and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party Parent and the Company shall: (Aa) promptly inform the others other of any communication to or from a the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Transactions; (Bb) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (Cc) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactionsthe Transactions; (Dd) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (Ee) keep the other reasonably informed as to the status of any such Legal Proceeding; and (Ff) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any . Parent shall pay any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees Entities in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement, New PubCo and the Company Parties shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions. The Parties shall promptly and in good faith respond to all information requested of it by a Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all material written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party shall: (A) promptly inform the others of any material communication to or from a Governmental Entity regarding the Transactions; (B) permit each other to review in advance any material proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (F) promptly furnish each other with copies of all material correspondence, filings (subject to appropriate redaction, and only to the extent allowed under applicable Legal Requirements) and material written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten fifteen (1015) Business Days after the date of this Agreement, New PubCo and the Company Parties shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions. The Parties shall promptly and in good faith respond to all information requested of it by a Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will use its commercially reasonable efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all material written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party shall: (A) to the extent legally permissible, promptly inform the others of any material communication to or from a Governmental Entity regarding the Transactions; (B) to the extent legally permissible, permit each other to review in advance any material proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (F) to the extent legally permissible, promptly furnish each other with copies of all material correspondence, filings (subject to appropriate redaction, and only to the extent allowed under applicable Legal Requirements) and material written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required under applicable Antitrust Laws or required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) Each applicable Party shall, and cause its Affiliates to, (i) As prepare and file, in connection with the Transactions, an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement, New PubCo and the Company shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions. The Parties shall ; (ii) promptly and in good faith respond to all provide additional non-privileged information and documents, (x) requested by the U.S. Federal Trade Commission and U.S. Department of it by a Justice or other relevant Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish or (y) that are necessary, proper or advisable to permit the other consummation of the Transactions, including responding to such information requested by a Governmental Entity; and assistance as the other may reasonably request in connection with (iii) use its preparation of any filing reasonable best efforts to take or submission that is necessary and will take cause to be taken all other actions necessary necessary, proper or desirable advisable consistent with this Section ‎7.3(a) to cause the expiration or termination of the applicable waiting periods under the HSR Act, or receipt of required approvals or clearances under all applicable Antitrust Laws as soon as practicable. Each . (b) In connection with the efforts referenced in the Section ‎7.3(a) and this Section ‎7.3(b), each applicable Party will shall use its reasonable best efforts to, cooperate, and cause its Affiliates to cooperate with each other (including promptly provide furnish to the other with copies of all written communications (Parties such necessary information, documents and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on reasonable assistance as the other handmay reasonably request) in connection with any filing or submission and in connection with any investigation or other inquiry, with respect to this Agreement or the Transactionsincluding any proceeding initiated by a private party. Without limiting In furtherance and not in limitation of the foregoing, each applicable Party shall: (Ai) promptly inform the others each Principal Party of any substantive communication to or from a the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Transactions; (Bii) permit each other to review in advance any all proposed written communication notices, submissions, filings, applications, undertakings, and information and correspondence to any such Governmental Entity regarding the Transactions, except for the Parties’ Joint Notice and HSR filing, and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (Diii) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Party Parties the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (Fiv) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions; and (v) give the other prompt written notice of the commencement of any Legal Proceeding with respect to the Transactions and keep the other Parties reasonably informed as to the status of any such Legal Proceeding; provided, however, that materials required to be provided pursuant to this Section ‎7.3(b) may be redacted (A) to remove references concerning the valuation of the Party, (B) as necessary to comply with contractual arrangements existing as of the date hereto, (C) as necessary to comply with applicable law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided further, that a Party may reasonably designate any competitively sensitive information. For the avoidance of doubt, this Section ‎7.3(b) does not apply to any communications between an eLMTree Group Company or NetDragon with CFIUS in connection with the Existing Mitigation Agreement to the extent unrelated to the Completion of CFIUS Process. (bc) As promptly as practicable, each applicable Party shall use its reasonable best efforts to cooperate, provide information and otherwise assist with (i) the making of the draft Joint Notice to CFIUS within ten (10) Business Days after the date of this Agreement, and the making of the formal Joint Notice within seven (7) Business Days of the receipt of comments from CFIUS on the draft Joint Notice in the pre-notice consultation process, (ii) as promptly as reasonably practicable, responding to any request received from CFIUS for any certification, additional information, documents or other materials in respect of either of such notices or the transaction, (iii) ensuring that any information furnished by such Party to CFIUS is true, complete and correct in all material respects, (iv) except as required to protect confidential commercial, financial, or otherwise sensitive information, the sharing of copies, or portions thereof, of all such documents to the Principal Parties prior to filing and reasonable consideration of all additions, deletions or changes suggested by the Principal Parties in connection therewith, and (v) resolving any review, investigation, or other inquiry of CFIUS, or any CFIUS member agency, with respect to the Transactions, including, for avoidance of doubt, any mitigation or other agreement requested by CFIUS. (d) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings contemplated under applicable Antitrust Lawsthis Section ‎7.3 (the “Regulatory Filing Fees”), shall be borne 50% by SPAC eLMTree; provided that, any filing fees paid by any party in connection with the Proxy Statement and 50% the Listing Application shall be borne exclusively by the CompanyGXXX.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement, New PubCo and the Company Parties shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions, including pursuant to the NSIA. The Parties shall promptly and in good faith respond to all information requested of it by a Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all material written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party shall: (A) promptly inform the others of any material communication to or from a Governmental Entity regarding the Transactions; (B) permit each other to review in advance any material proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (F) promptly furnish each other with copies of all material correspondence, filings (subject to appropriate redaction, and only to the extent allowed under applicable Legal Requirements) and material written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any Subject to Section 11.10, any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days practicable after the date of this Agreement, New PubCo and the Company Parties shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions. The Parties shall use commercially reasonable efforts to promptly and in good faith respond to all information requested of it them by a Governmental Entity in connection with any such notifications and filings and otherwise use commercially reasonable efforts to cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will use commercially reasonable efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods and the receipt of other required consents, approvals, authorizations and permits as soon promptly as practicable. Each Party will promptly provide the other with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party shall: (A) promptly inform the others of any material communication to or from a Governmental Entity regarding the Transactions; (B) permit each other to review in advance any material proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactionsTransactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal ProceedingProceeding with respect to this Agreement or the Transactions; and (F) promptly furnish each other with copies of all material correspondence, filings (subject to appropriate redaction, and only to the extent allowed under applicable Legal Requirements) and material written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days after practicable following the date of this Agreement, New PubCo Parent and the Company shall each prepare and file make any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with Laws. Parent and the Transactions. The Parties Company shall promptly and in good faith respond to all information requested of it by a the U.S. Federal Trade Commission and U.S. Department of Justice or other Governmental Entity (as it relates to Antitrust Laws) in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the applicable Antitrust Laws and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party Parent and the Company shall: (Aa) promptly inform the others other of any communication to or from a the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Transactions; (Bb) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (Cc) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (Dd) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (Ee) keep the other reasonably informed as to the status of any such Legal Proceeding; and (Ff) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. . Parent shall pay one hundred percent (b100%) Any of any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (iI) As promptly as practicable, practicable after the date of this Agreement and in any event within ten (10) Business Days after the date of this AgreementDays, New PubCo Parent and the Company shall each prepare and file any the notification required notifications or filings of it under any applicable Antitrust Laws or other applicable Legal Requirements the HSR Act in connection with the TransactionsTransactions and (II) as promptly as practicable following the date of this Agreement, Parent and the Company shall make any other required filings under other applicable Antitrust Laws. The Parties Parent and the Company shall promptly and in good faith respond to all information requested of it by a the U.S. Federal Trade Commission and U.S. Department of Justice or other Governmental Entity (as it relates to Antitrust Laws) in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or applicable Antitrust Laws and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party Parent and the Company shall: (Aa) promptly inform the others other of any communication to or from a the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Transactions; (Bb) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (Cc) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (Dd) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (Ee) keep the other reasonably informed as to the status of any such Legal Proceeding; and (Ff) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. . Parent shall pay one hundred percent (b100%) Any of any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under the HSR Act and applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days after practicable following the date of this Agreement, New PubCo SPAC and the Company shall each prepare and file make any other required notifications or filings under any other applicable Antitrust Laws or other applicable Legal Requirements in connection with the TransactionsLaws. The Parties shall promptly and in good faith respond to all information requested of it by a each Governmental Entity (as it relates to Antitrust Laws) in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under all applicable Antitrust Laws and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party SPAC and the Company shall: (A) promptly inform the others other of any communication to or from a any Governmental Entity regarding the Transactions; (B) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (F) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) As soon as reasonably practicable after the Closing and, in any event, in accordance with the requirements of law and the Innovation Authority regulations, the Parties shall ensure that the IIA Notice is filed with the Innovation Authority. (c) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under Transactions and applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the CompanyCompany (subject to the proviso in Section 10.10), provided that, in case of Termination, all expenses incurred in connection with this Agreement and the Transactions contemplated hereby shall be paid by the Party incurring such expenses.

Certain Regulatory Matters. (a) Each applicable Party shall, and cause its Affiliates to, (i) As prepare and file, in connection with the Transactions, an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement, New PubCo and the Company shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions. The Parties shall ; (ii) promptly and in good faith respond to all provide additional non- privileged information and documents, (x) requested by the U.S. Federal Trade Commission and U.S. Department of it by a Justice or other relevant Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish or (y) that are necessary, proper or advisable to permit the other consummation of the Transactions, including responding to such information requested by a Governmental Entity; and assistance as the other may reasonably request in connection with (iii) use its preparation of any filing reasonable best efforts to take or submission that is necessary and will take cause to be taken all other actions necessary necessary, proper or desirable advisable consistent with this Section 7.3(a) to cause the expiration or termination of the applicable waiting periods under the HSR Act, or receipt of required approvals or clearances under all applicable Antitrust Laws as soon as practicable. Each . (b) In connection with the efforts referenced in the Section 7.3(a) and this Section 7.3(b), each applicable Party will shall use its reasonable best efforts to, cooperate, and cause its Affiliates to cooperate with each other (including promptly provide furnish to the other with copies of all written communications (Parties such necessary information, documents and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on reasonable assistance as the other handmay reasonably request) in connection with any filing or submission and in connection with any investigation or other inquiry, with respect to this Agreement or the Transactionsincluding any proceeding initiated by a private party. Without limiting In furtherance and not in limitation of the foregoing, each applicable Party shall: (Ai) promptly inform the others each Principal Party of any substantive communication to or from a the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Transactions; (Bii) permit each other to review in advance any all proposed written communication notices, submissions, filings, applications, undertakings, and information and correspondence to any such Governmental Entity regarding the Transactions, except for the Parties’ Joint Notice and HSR filing, and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (Diii) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Party Parties the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (Fiv) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. ; and (bv) Any filing fees required by Governmental Entities, including give the other prompt written notice of the commencement of any Legal Proceeding with respect to the Transactions and keep the other Parties reasonably informed as to the status of any registrationssuch Legal Proceeding; provided, declarations however, that materials required to be provided pursuant to this Section 7.3(b) may be redacted (A) to remove references concerning the valuation of the Party, (B) as necessary to comply with contractual arrangements existing as of the date hereto, (C) as necessary to comply with applicable law, and filings required (D) as necessary to address reasonable privilege or confidentiality concerns; provided further, that a Party may reasonably designate any competitively sensitive information. For the avoidance of doubt, this Section 7.3(b) does not apply to any communications between an eLMTree Group Company or NetDragon with CFIUS in connection with the execution and delivery Existing Mitigation Agreement to the extent unrelated to the Completion of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the CompanyCFIUS Process.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement, New PubCo Starship and the Company shall each prepare and file the notification required of it under the HSR Act in connection with the Transactions and (ii) as promptly as practicable following the date of this Agreement, the Parties shall make any other required notifications or filings under any other applicable Antitrust Laws or other applicable Legal Requirements in connection with the TransactionsTransactions (other than Money Transmitter Law Approvals). The Parties shall promptly and in good faith respond to all information requested of it by a the U.S. Federal Trade Commission and U.S. Department of Justice or other Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party shall: (A) promptly inform the others of any communication to or from a the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Transactions; (B) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (F) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any Within one day after the date of this Agreement, the Parties shall (i) prepare and file the notification required of it under Money Transmitter Laws in connection with the Transactions and (ii) as promptly as practicable following the date of this Agreement, the Parties shall make any other required filings under applicable Money Transmitter Laws. Each of the Parties acknowledges that it is not possible to specifically identify all applications, notices, petitions and filings that will be required to be made with Governmental Entities, and all Money Transmitter Law Approvals that will be required to be obtained from Governmental Entities, in each case, in connection with the Transactions under Money Transmitter Laws until the Parties have made certain inquiries of Governmental Entities, and each Party hereby agrees to fully cooperate with the other Parties in timely making such inquires and timely making, seeking and/or obtaining all Money Transmitter Law Approvals that are mutually determined by the Parties in good faith to be so required. In furtherance of the foregoing, promptly following the execution and delivery of this Agreement, the Parties will use commercially reasonable efforts to make all inquiries and take all other actions as are necessary to specifically determine what Money Transmitter Law Approvals are required in connection with the Transactions. Each of the Parties shall promptly prepare and file all necessary documentation to effect or obtain all such Money Transmitter Law Approvals. Each of the Parties will (i) furnish to the other parties and, upon request, to any Governmental Entities such information and assistance as may be reasonably requested in connection with the foregoing, including by responding promptly to and complying fully with any request for additional information or documents under any Legal Requirements, and (ii) keep the other Parties apprised on a current basis of the status of such Money Transmitter Law Approvals (including by promptly advising the other Parties upon receiving any communication from any Governmental Entity with respect to such Money Transmitter Law Approvals). The Parties will use their commercially reasonable efforts to resolve favorably any review or consideration of the regulatory aspects of the transactions contemplated hereby by any Governmental Entity with jurisdiction over the enforcement of any Money Transmitter Law governing the Company’s operations. (c) Except for any filing fees required in connection with Money Transmitter Law Approvals, which shall be borne 100% by the Company, any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under the HSR Act and applicable Antitrust Laws, Laws shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten (10) Business Days after practicable following the date of this Agreement, New PubCo SPAC, TopCo and the Company shall each prepare and file make any other required notifications or filings under any other applicable Antitrust Laws or other applicable Legal Requirements in connection with the TransactionsLaws. The Parties shall promptly and in good faith respond to all information requested of it by a each Governmental Entity (as it relates to Antitrust Laws) in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under all applicable Antitrust Laws and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party TopCo, SPAC and the Company shall: (A) promptly inform the others other Parties of any communication to or from a any Governmental Entity regarding the Transactions; (B) permit each the other Parties to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other Parties prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Party Parties the opportunity to attend; (E) keep the other Parties reasonably informed as to the status of any such Legal Proceeding; and (F) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) As soon as reasonably practicable after the Closing and, in any event, in accordance with the requirements of law and the Innovation Authority regulations, the Parties shall ensure that the IIA Notice is filed with the Innovation Authority. (c) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under Transactions and applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the CompanyCompany (subject to the proviso in Section 10.10), provided that, in case of Termination, all expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses.

Certain Regulatory Matters. (a) (i) As promptly as practicable, practicable after the date of this Agreement and in any event within ten (10) Business Days after the date of this Agreement, New PubCo Parent and the Company shall each prepare and file any the notification required notifications or filings of it under any applicable Antitrust Laws or other applicable Legal Requirements the HSR Act in connection with the Transactions. The Parties , a filing with the Australian Foreign Investment Review Board (the “FIRB Filing”) in connection with the Transactions and any other required filings under other applicable antitrust laws and shall promptly and in good faith respond to all information requested of it by a Governmental Entity the U.S. Federal Trade Commission, U.S. Department of Justice and the Australian Foreign Investment Review Board in connection with any such notifications notification and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party (other than the Stockholder Representative) will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, the FIRB Filing or other applicable antitrust laws and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party Parent and the Company shall: (Aa) promptly inform the others other of any substantive communication to or from a the U.S. Federal Trade Commission, the U.S. Department of Justice, the Australian Foreign Investment Review Board or any other Governmental Entity regarding the Transactions; (Bb) permit each other to review in advance any proposed substantive written communication to any such Governmental Entity and incorporate reasonable comments thereto; (Cc) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (Dd) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (Ee) keep the other reasonably informed as to the status of any such Legal Proceeding; and (Ff) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. . Parent, on the one hand, and the Company, on the other hand, shall each pay fifty percent (b50%) Any of any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under the HSR Act, the FIRB Filing and any other applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Companyantitrust laws.

Certain Regulatory Matters. (a) (i) As promptly as practicable, and in any event within ten fifteen (1015) Business Days after the date of this Agreement, New PubCo and the Company Parties shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions. The Parties shall promptly and in good faith respond to all information requested of it by a Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will use its commercially reasonable efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all material written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party shall: (A) to the extent legally permissible, promptly inform the others of any material communication to or from a Governmental Entity regarding the Transactions; (B) to the extent legally permissible, permit each other to review in advance any material proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (F) to the extent legally permissible, promptly furnish each other with copies of all material correspondence, filings (subject to appropriate redaction, and only to the extent allowed under applicable Legal Requirements) and material written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required under applicable Antitrust Laws or required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (a) (i) As promptly as practicable, practicable after the date of this Agreement and in any event within ten (10) Business Days after the date of this Agreement, New PubCo Parent and the Company shall each prepare and file any the notification required notifications or filings of it under any applicable Antitrust Laws or other applicable Legal Requirements the HSR Act in connection with the Transactions. The Parties Transactions (and such filings shall specifically not request early termination of the waiting period thereunder) and any other required filings under other applicable antitrust laws and shall promptly and in good faith respond to all information requested of it by a Governmental Entity in connection with any such notifications and filings the U.S. Federal Trade Commission, U.S. Department of Justice and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party (other than the Stockholder Representative) will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or other applicable antitrust laws and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party Parent and the Company shall: (Aa) promptly inform the others other of any substantive communication to or from a the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Transactions; (Bb) permit each other to review in advance any proposed substantive written communication to any such Governmental Entity and incorporate reasonable comments thereto; (Cc) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (Dd) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (Ee) keep the other reasonably informed as to the status of any such Legal Proceeding; and (Ff) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Applicable Legal RequirementsRequirements and provided that copies of filings under the HSR Act may be redacted as necessary to protect valuation information or provided on an outside counsel basis) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. ; provided, however, that any materials shared between Parent and the Company may be redacted to preserve attorney-client privilege or protect reasonable confidentiality concerns; provided further that the Parties may limit distribution of such materials to outside counsel only. Parent, on the one hand, and the Company, on the other hand, shall each pay fifty percent (b50%) Any of any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under the HSR Act and any other applicable Antitrust Laws, shall be borne 50% by SPAC and 50% by the Companyantitrust laws.