Common use of Commercially Reasonable Efforts; Notices and Consents Clause in Contracts

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Article IX, each of the parties hereto shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to use commercially reasonable efforts to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as soon as practicable following the date of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Articles VII and VIII) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. In furtherance and not in limitation of the foregoing, each of the parties shall prepare and file, or cause to be prepared and filed, any required notification pursuant to the HSR Act that is required to be made by such party or its ultimate parent with respect to the Contemplated Transactions and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such party and its Affiliates under applicable Legal Requirements, in each case, as promptly as reasonably practicable after, and in no event more than ten (10) Business Days following, the date hereof. The parties shall furnish each other with all necessary information and cooperate with each other in connection with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and any applicable foreign antitrust or competition laws) and to obtain all such authorizations, consents, waivers, approvals, permits and orders as soon as practicable following the date of this Agreement. The Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 or otherwise in connection with the Contemplated Transactions. If any investigation, inquiry or other Action, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the Contemplated Transactions is initiated or threatened, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In addition, to the extent permitted by the FTC, the DOJ and other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actions. The parties shall promptly respond to all inquires made by the FTC, DOJ and any other applicable Governmental Authorities in connection with such filings, submissions or registrations or otherwise in connection with the Contemplated Transactions, and promptly provide to such Governmental Authorities any additional information and documentary material requested under applicable Legal Requirements. If any objections are raised or asserted with respect to the Contemplated Transactions under any Legal Requirement or if any Action is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions as being in violation of any applicable Legal Requirement or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactions, the parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to permit consummation of the Contemplated Transactions as soon as reasonably practicable; provided, that no party shall be required to, and neither the Company nor any of its Subsidiaries shall (without the prior written consent of Parent), enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the Contemplated Transactions, (ii) result in any of the Contemplated Transactions being rescinded following the Closing, (iii) limit or otherwise adversely affect the right of Parent (or any Affiliate thereof) to directly or indirectly own or vote any Company Shares, control the Company or any of its Subsidiaries or operate all or any portion of the Business or (iv) require or compel the Company and its Subsidiaries, Parent or any Affiliate of Parent to dispose of all or any portion of its properties or assets. (b) Promptly after the execution and delivery of this Agreement, the Company shall (i) solicit and use commercially reasonable efforts to obtain a written consent in lieu of a meeting of stockholders of the Company (the “Company Stockholder Written Consent”) to effect the Requisite Company Stockholder Approval, including by adopting this Agreement and approving the Merger and the consummation of the Contemplated Transactions and (ii) deliver, no later than ten (10) Business Days after the date of the Requisite Company Stockholder Approval, to each holder of Company Shares that did not execute the Company Stockholder Written Consent, all notices required under the DGCL, including the notice required by Sections 228(e) and 262(d)(2) of the DGCL, in each case in form and substance reasonably satisfactory to Parent.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Article IXARTICLE V, each of the parties hereto Parties shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to use commercially reasonable efforts to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions transaction contemplated hereby as soon as practicable following the date of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Articles VII and VIII) and to allow the Business business to be operated following the Closing in the same manner as it is operated prior to the Closing. In furtherance and not in limitation of the foregoing, each of the parties Parties shall prepare and file, or cause to be prepared and filed, any required notification pursuant to the HSR Act that is required to be made by such party Party or its ultimate parent with respect to the Contemplated Transactions transaction contemplated by this Agreement and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such party Party and its Affiliates under applicable Legal Requirements, in each case, as promptly as reasonably practicable after, and in no event more than ten thirty (1030) Business Days following, the date hereof. The parties Parties shall furnish each other with all necessary information and cooperate with each other in connection with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and any applicable foreign antitrust or competition lawsLegal Requirements) and to obtain all such authorizations, consents, waivers, approvals, permits and orders as soon as practicable following the date of this Agreement. The Buyer PartiesPurchaser, on the one hand, and the Company and its SubsidiariesSellers’ Representative, on the other hand, shall provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 6.6 or otherwise in connection with the Contemplated Transactionstransaction contemplated hereby. If any investigation, inquiry or other ActionProceeding, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the Contemplated Transactions transaction contemplated hereby is initiated or threatened, the Buyer PartiesPurchaser, on the one hand, and the Company and its SubsidiariesSellers’ Representative, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In addition, to the extent permitted by the FTC, the DOJ and other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actionsactions. The parties Parties shall promptly respond to all inquires inquiries made by the FTC, DOJ and any other applicable Governmental Authorities in connection with such filings, submissions or registrations or otherwise in connection with the Contemplated Transactionstransaction contemplated hereby, and promptly provide to such Governmental Authorities any additional information and documentary material requested under applicable Legal Requirements. If any objections are raised or asserted with respect to the Contemplated Transactions transaction contemplated hereby under any Legal Requirement or if any Action Proceeding is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions transaction contemplated hereby as being in violation of any applicable Legal Requirement or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactionstransaction contemplated hereby, the parties Parties shall use their commercially reasonable efforts to resolve any such objections or Actions Proceedings so as to permit consummation of the Contemplated Transactions transactions contemplated hereby as soon as reasonably practicable; provided, that no party Party shall be required to, and neither Sellers and the Company nor any of its Subsidiaries shall Acquired Companies may not (without the prior written consent of ParentPurchaser), enter into any agreements or commitments or take any other actions to resolve any such objections or Actions Proceedings if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the Contemplated Transactionstransaction contemplated hereby, (ii) result in any of the Contemplated Transactions transactions contemplated hereby being rescinded following the Closing, (iii) limit or otherwise adversely affect the right of Parent Purchaser (or any Affiliate thereof) to directly or indirectly own or vote any Company SharesStock, control the Company or any of its Subsidiaries the Acquired Companies or operate all or any portion of the Business business or (iv) require or compel the Company and its Subsidiariesany Acquired Company, Parent Purchaser or any Affiliate of Parent Purchaser to dispose of all or any portion of its properties or assets. (b) Promptly after the execution and delivery of this Agreement, the Company shall (i) solicit and use commercially reasonable efforts to obtain a written consent in lieu of a meeting of stockholders of the Company (the “Company Stockholder Written Consent”) to effect the Requisite Company Stockholder Approval, including by adopting this Agreement and approving the Merger and the consummation of the Contemplated Transactions and (ii) deliver, no later than ten (10) Business Days after the date of the Requisite Company Stockholder Approval, to each holder of Company Shares that did not execute the Company Stockholder Written Consent, all notices required under the DGCL, including the notice required by Sections 228(e) and 262(d)(2) of the DGCL, in each case in form and substance reasonably satisfactory to Parent.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Article IX, each Each of the parties hereto Parties shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, action required of it and to use commercially reasonable efforts to do or cause to be done all other things necessary, proper or advisable, advisable on its part in order to consummate and make effective the Contemplated Transactions as soon as practicable following the date of transactions contemplated by this Agreement and each of the Transaction Documents (including satisfaction, but not waiver, of the closing conditions set forth in Articles VII and VIIIARTICLE VI). (b) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. In furtherance and not in limitation Each of the foregoingParties shall give any notices to, each of the parties shall prepare and file, or cause to be prepared and filed, make any required notification pursuant to the HSR Act that is required to be made by such party or its ultimate parent with respect to the Contemplated Transactions and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such party and its Affiliates under applicable Legal Requirements, in each case, as promptly as reasonably practicable afterfilings with, and in no event more than ten (10) Business Days following, the date hereof. The parties shall furnish each other with all necessary information and cooperate with each other in connection with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and any applicable foreign antitrust or competition laws) and to obtain all such authorizations, consents, waivers, approvals, permits and orders as soon as practicable following the date of this Agreement. The Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 or otherwise in connection with the Contemplated Transactions. If any investigation, inquiry or other Action, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the Contemplated Transactions is initiated or threatened, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In addition, to the extent permitted by the FTC, the DOJ and other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actions. The parties shall promptly respond to all inquires made by the FTC, DOJ and any other applicable Governmental Authorities in connection with such filings, submissions or registrations or otherwise in connection with the Contemplated Transactions, and promptly provide to such Governmental Authorities any additional information and documentary material requested under applicable Legal Requirements. If any objections are raised or asserted with respect to the Contemplated Transactions under any Legal Requirement or if any Action is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions as being in violation of any applicable Legal Requirement or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactions, the parties shall use their commercially reasonable efforts to resolve obtain any such objections Consents which are required to be given, made or Actions so as to permit obtained by it in connection with consummation of the Contemplated Transactions as soon as reasonably practicable; providedtransactions contemplated by this Agreement. (c) From the date hereof until the Closing, that no party the Seller shall be required topromptly notify Purchaser in writing of: (i) any fact, and neither circumstance, event or action the Company nor any existence, occurrence or taking of its Subsidiaries shall which (without the prior written consent of Parent)A) has had, enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would could reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Company or the Seller hereunder not being true and correct or (iC) prevent consummation has resulted in, or could reasonably be expected to result in, the failure of any of the Contemplated Transactions, conditions set forth in Section 6.1 to be satisfied; (ii) result any notice or other communication from any Person alleging that the consent of such Person is or may be required in any of connection with the Contemplated Transactions being rescinded following the Closing, transactions contemplated by this Agreement; (iii) limit any notice or other communication from any Governmental Body in connection with the transactions contemplated by this Agreement; and (iv) any Legal Proceedings commenced or, to the Knowledge of the Sellers, threatened against, relating to or involving or otherwise adversely affect the right of Parent (affecting Seller or any Affiliate thereof) to directly or indirectly own or vote any Company Shares, control the Company or any of its Subsidiaries or operate all or any portion of that, if pending on the Business or (iv) require or compel the Company and its Subsidiaries, Parent or any Affiliate of Parent to dispose of all or any portion of its properties or assets. (b) Promptly after the execution and delivery date of this Agreement, the Company shall (i) solicit and use commercially reasonable efforts would have been required to obtain a written consent in lieu of a meeting of stockholders of the Company (the “Company Stockholder Written Consent”) have been disclosed pursuant to effect the Requisite Company Stockholder Approval, including by adopting this Agreement and approving the Merger and Section 3.15 or that relates to the consummation of the Contemplated Transactions and (iitransactions contemplated by this Agreement. Purchaser’s receipt of information pursuant to this Section 5.1(c) delivershall not operate as a waiver or otherwise affect any representation, no later than ten (10) Business Days after the date of the Requisite Company Stockholder Approval, to each holder of Company Shares that did not execute warranty or agreement given or made by the Company Stockholder Written Consent, all notices required under or the DGCL, Seller in this Agreement (including the notice required by Sections 228(eSection 7.1 and Section 8.1(b)) and 262(d)(2) of shall not be deemed to amend or supplement the DGCL, in each case in form and substance reasonably satisfactory to ParentDisclosure Schedule.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to Date until the Closing, or the earlier termination of this Agreement pursuant to Article IX7, each of the parties hereto shall shall, to the extent not prohibited by applicable Law, use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities Entities or other Persons, to obtain or cause to be obtained all authorizations, consentsconsents (including all Required Consents and Required Assignments), waivers, approvals, permits or orders from Governmental Authorities Entities or other Persons, and to use commercially reasonable efforts to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as soon promptly as reasonably practicable following the date (and in any event, within five (5) Business Days) of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Articles VII and VIIIArticle 6) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. In furtherance All HSR Act filing fees will be paid one-half by Buyer and not in limitation of the foregoingone-half by Parent. Each party hereto shall make one or more appropriate filings, each of the parties shall prepare and fileif necessary, or cause to be prepared and filed, any required notification pursuant to the HSR Act that is required to be made (which filings shall specifically request early termination of the waiting period prescribed by such party or its ultimate parent the HSR Act) with respect to the Contemplated Transactions transactions contemplated by this Agreement promptly (and in any event, within five (5) Business Days) after the date of this Agreement and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such party and its Affiliates under applicable Legal Requirements, in each case, supply as promptly as reasonably practicable afterto the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act; provided, however, that none of Buyer or any of its Affiliates shall be required under any circumstances to: (i) sell, license or otherwise dispose of, or hold separate and agreeing to sell, license or otherwise dispose of (A) any entities, assets or facilities of any Company before or after the Closing or (B) any entity, facility or asset of Buyer or its Affiliates before or after the Closing; (ii) terminate, amend or assign existing relationships and contractual rights and obligations; or (iii) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other Contracts. Notwithstanding the foregoing, the parties hereto agree that the commercially reasonable efforts of the parties shall not include (1) the defense of any lawsuits or other legal Actions, whether judicial or administrative, that challenges this Agreement or the consummation of the transactions contemplated by this Agreement; or (2) any payment of any money or other consideration or the grant any other material accommodation or concession to any Person by Buyer or any of its Affiliates. 49 (b) Each of the parties hereto shall permit counsel for the other parties hereto reasonable opportunity to review in advance, and consider in no event more than ten (10) Business Days followinggood faith the views of the other parties hereto in connection with, any proposed written communication to any Governmental Entity relating to the date hereoftransactions contemplated by this Agreement. The Each of the parties shall furnish each other hereto agrees not to participate in any substantive meeting or discussion, either in person or by telephone with all necessary information and cooperate with each other any Governmental Entity in connection with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and any applicable foreign antitrust or competition laws) and to obtain all such authorizations, consents, waivers, approvals, permits and orders as soon as practicable following the date of transactions contemplated by this Agreement. The Buyer Parties, on the one hand, and the Company and its Subsidiaries, on Agreement unless it consults with the other hand, shall provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other parties hereto in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 or otherwise in connection with the Contemplated Transactions. If any investigation, inquiry or other Action, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the Contemplated Transactions is initiated or threatened, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In additionand, to the extent permitted not prohibited by the FTCsuch Governmental Entity, the DOJ and gives such other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other parties the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actions. The parties shall promptly respond to all inquires made by the FTC, DOJ and any other applicable Governmental Authorities in connection with such filings, submissions meeting or registrations or otherwise in connection with the Contemplated Transactions, and promptly provide to such Governmental Authorities any additional information and documentary material requested under applicable Legal Requirements. If any objections are raised or asserted with respect to the Contemplated Transactions under any Legal Requirement or if any Action is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions as being in violation of any applicable Legal Requirement or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactions, the parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to permit consummation of the Contemplated Transactions as soon as reasonably practicable; provided, that no party shall be required to, and neither the Company nor any of its Subsidiaries shall (without the prior written consent of Parent), enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the Contemplated Transactions, (ii) result in any of the Contemplated Transactions being rescinded following the Closing, (iii) limit or otherwise adversely affect the right of Parent (or any Affiliate thereof) to directly or indirectly own or vote any Company Shares, control the Company or any of its Subsidiaries or operate all or any portion of the Business or (iv) require or compel the Company and its Subsidiaries, Parent or any Affiliate of Parent to dispose of all or any portion of its properties or assetsdiscussion. (b) Promptly after the execution and delivery of this Agreement, the Company shall (i) solicit and use commercially reasonable efforts to obtain a written consent in lieu of a meeting of stockholders of the Company (the “Company Stockholder Written Consent”) to effect the Requisite Company Stockholder Approval, including by adopting this Agreement and approving the Merger and the consummation of the Contemplated Transactions and (ii) deliver, no later than ten (10) Business Days after the date of the Requisite Company Stockholder Approval, to each holder of Company Shares that did not execute the Company Stockholder Written Consent, all notices required under the DGCL, including the notice required by Sections 228(e) and 262(d)(2) of the DGCL, in each case in form and substance reasonably satisfactory to Parent.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreementhereof, during the period from the date of this Agreement to until the Closing, Closing or the earlier termination of this Agreement pursuant to Article IXARTICLE IX (the “Pre-Closing Period”), the Parties shall each of the parties hereto shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to use commercially reasonable efforts to do (a) take, or cause to be done taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable, in order advisable to consummate and make effective the Contemplated Transactions as soon promptly as practicable following the date of this Agreement practicable; (including satisfaction, but not waiver, of the closing conditions set forth b) obtain from any Governmental Entity or any other third party described in Articles VII and VIIISchedule 3.1(c) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. In furtherance and not in limitation of the foregoing, each of the parties shall prepare and file, any consents or cause to be prepared and filed, any required notification pursuant to the HSR Act that is Orders required to be obtained or made by such party or its ultimate parent with respect to the Contemplated Transactions and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such party and its Affiliates under applicable Legal Requirements, in each case, as promptly as reasonably practicable after, and in no event more than ten (10) Business Days following, the date hereof. The parties shall furnish each other with all necessary information and cooperate with each other Parties in connection with the preparation of such filingsauthorization, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and any applicable foreign antitrust or competition laws) and to obtain all such authorizations, consents, waivers, approvals, permits and orders as soon as practicable following the date of this Agreement. The Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 or otherwise in connection with the Contemplated Transactions. If any investigation, inquiry or other Action, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the Contemplated Transactions is initiated or threatened, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In addition, to the extent permitted by the FTC, the DOJ and other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actions. The parties shall promptly respond to all inquires made by the FTC, DOJ and any other applicable Governmental Authorities in connection with such filings, submissions or registrations or otherwise in connection with the Contemplated Transactions, and promptly provide to such Governmental Authorities any additional information and documentary material requested under applicable Legal Requirements. If any objections are raised or asserted with respect to the Contemplated Transactions under any Legal Requirement or if any Action is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions as being in violation of any applicable Legal Requirement or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactions, the parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to permit consummation of the Contemplated Transactions as soon as reasonably practicable; provided, that no party shall be required to, and neither the Company nor any of its Subsidiaries shall (without the prior written consent of Parent), enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the Contemplated Transactions, (ii) result in any of the Contemplated Transactions being rescinded following the Closing, (iii) limit or otherwise adversely affect the right of Parent (or any Affiliate thereof) to directly or indirectly own or vote any Company Shares, control the Company or any of its Subsidiaries or operate all or any portion of the Business or (iv) require or compel the Company and its Subsidiaries, Parent or any Affiliate of Parent to dispose of all or any portion of its properties or assets. (b) Promptly after the execution and delivery of this Agreement, the Company shall (i) solicit and use commercially reasonable efforts to obtain a written consent in lieu of a meeting of stockholders of the Company (the “Company Stockholder Written Consent”) to effect the Requisite Company Stockholder Approval, including by adopting this Agreement and approving the Merger other Transaction Documents and the consummation of the Contemplated Transaction; (c) as promptly as practicable, make all necessary filings, and thereafter make and cooperate with the other Parties with respect to any other required submissions, with respect to this Agreement and the Transactions required under (i) the HSR Act and any related governmental request thereunder (ii) deliver, no later than ten it being agreed that the Parties shall make the necessary filing with the appropriate Governmental Entity in accordance with the HSR Act within five (105) Business Days after the date execution of this Agreement and shall seek early termination with respect thereto), and (ii) the Requisite applicable antitrust laws of any other jurisdiction; and (d) execute or deliver any additional instruments reasonably necessary to consummate the Transactions in accordance with the terms hereof. Notwithstanding anything herein to the contrary, (x) the failure to obtain any consent or Order (including those set forth on Schedule 3.1(c) but other than those consents expressly required to be obtained on Schedule 1.8(a)(ix) and the HSR Approval) shall not serve as the basis for the Purchaser to terminate this Agreement pursuant to Section 9.1, and (y) under no circumstances shall the Company Stockholder Approvalor the Subsidiary be required to make payment to any Person or incur any other liability to secure such Person’s consent, except as set forth in the Estimated Closing Statement. (b) The Parties shall cooperate fully with one another to comply as promptly as practicable with all governmental requirements applicable to the Transactions, subject to applicable Law, including by (i) timely furnishing to each holder of Company Shares other all information concerning the Purchaser, the Target Companies and/or their respective Affiliates that did not execute counsel to the Purchaser and the Company Stockholder Written Consentreasonably determine is required to be included in such documents, (ii) promptly providing the Company and Purchaser with copies of all notices required under written communications to or from any Governmental Entity relating to any competition filings submitted in connection with the DGCLMerger, including (iii) keeping each other reasonably informed of any communication received or given in connection with any Legal Proceeding by the notice required by Sections 228(e) and 262(d)(2) of Purchaser or the DGCLCompany, in each case regarding the Merger, (iv) permitting the Company or the Purchaser (as the case may be) to review and incorporate the other Party’s reasonable comments in form any communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act or applicable antitrust laws of any other jurisdiction, and substance (v) to the extent there are meetings with respect to any Governmental Entity in connection with requests under the HSR Act or applicable antitrust laws of any other jurisdiction, permitting each Party to attend such meetings if so requested by such Party. The Purchaser will pull and re-file any notice under the HSR Act only if the other Parties agree. (c) The Parties will use their respective reasonable best efforts to resolve favorably any review or consideration of the antitrust aspects of the Transactions by any Governmental Entity with jurisdiction over the enforcement of any applicable antitrust laws, including by (i) responding promptly to and complying fully with any request for additional information or documents under the HSR Act and applicable antitrust laws of any other jurisdiction and (ii) vigorously defending, through appeal, any Legal Proceeding brought by any Governmental Entity or other Person seeking to enjoin, prevent or delay the consummation of the Transaction. Nothing in this Agreement shall require the (1) Company, the Subsidiary or their respective Affiliates to take or agree to take any action with respect to their business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing and (2) the Purchaser or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing, any assets, businesses or interests of Purchaser or any of its Affiliates; or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, would reasonably satisfactory be expected to Parentresult in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Purchaser of the transactions contemplated by this Agreement. (d) During the Pre-Closing Period, the Company will promptly notify the Purchaser in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of that will or is reasonably likely to result in any of the conditions set forth in ARTICLE VII of this Agreement to not be satisfied or any other material development affecting the ability of the Company or the Sellers to consummate the transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to Date until the Closing, or the earlier termination of this Agreement pursuant to Article IX7, each of the parties hereto shall shall, to the extent not prohibited by applicable Law, use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities Entities or other Persons, to obtain or cause to be obtained all authorizations, consentsconsents (including all Required Consents and Required Assignments), waivers, approvals, permits or orders from Governmental Authorities Entities or other Persons, and to use commercially reasonable efforts to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as soon promptly as reasonably practicable following the date (and in any event, within five (5) Business Days) of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Articles VII and VIIIArticle 6) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. In furtherance All HSR Act filing fees will be paid one-half by Buyer and not in limitation of the foregoingone-half by Parent. Each party hereto shall make one or more appropriate filings, each of the parties shall prepare and fileif necessary, or cause to be prepared and filed, any required notification pursuant to the HSR Act that is required to be made (which filings shall specifically request early termination of the waiting period prescribed by such party or its ultimate parent the HSR Act) with respect to the Contemplated Transactions transactions contemplated by this Agreement promptly (and in any event, within five (5) Business Days) after the date of this Agreement and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such party and its Affiliates under applicable Legal Requirements, in each case, supply as promptly as reasonably practicable afterto the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act; provided, however, that none of Buyer or any of its Affiliates shall be required under any circumstances to: (i) sell, license or otherwise dispose of, or hold separate and agreeing to sell, license or otherwise dispose of (A) any entities, assets or facilities of any Company before or after the Closing or (B) any entity, facility or asset of Buyer or its Affiliates before or after the Closing; (ii) terminate, amend or assign existing relationships and contractual rights and obligations; or (iii) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other Contracts. Notwithstanding the foregoing, the parties hereto agree that the commercially reasonable efforts of the parties shall not include (1) the defense of any lawsuits or other legal Actions, whether judicial or administrative, that challenges this Agreement or the consummation of the transactions contemplated by this Agreement; or (2) any payment of any money or other consideration or the grant any other material accommodation or concession to any Person by Buyer or any of its Affiliates. (b) Each of the parties hereto shall permit counsel for the other parties hereto reasonable opportunity to review in advance, and consider in no event more than ten (10) Business Days followinggood faith the views of the other parties hereto in connection with, any proposed written communication to any Governmental Entity relating to the date hereoftransactions contemplated by this Agreement. The Each of the parties shall furnish each other hereto agrees not to participate in any substantive meeting or discussion, either in person or by telephone with all necessary information and cooperate with each other any Governmental Entity in connection with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and any applicable foreign antitrust or competition laws) and to obtain all such authorizations, consents, waivers, approvals, permits and orders as soon as practicable following the date of transactions contemplated by this Agreement. The Buyer Parties, on the one hand, and the Company and its Subsidiaries, on Agreement unless it consults with the other hand, shall provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other parties hereto in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 or otherwise in connection with the Contemplated Transactions. If any investigation, inquiry or other Action, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the Contemplated Transactions is initiated or threatened, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In additionand, to the extent permitted not prohibited by the FTCsuch Governmental Entity, the DOJ and gives such other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other parties the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actions. The parties shall promptly respond to all inquires made by the FTC, DOJ and any other applicable Governmental Authorities in connection with such filings, submissions meeting or registrations or otherwise in connection with the Contemplated Transactions, and promptly provide to such Governmental Authorities any additional information and documentary material requested under applicable Legal Requirements. If any objections are raised or asserted with respect to the Contemplated Transactions under any Legal Requirement or if any Action is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions as being in violation of any applicable Legal Requirement or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactions, the parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to permit consummation of the Contemplated Transactions as soon as reasonably practicable; provided, that no party shall be required to, and neither the Company nor any of its Subsidiaries shall (without the prior written consent of Parent), enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the Contemplated Transactions, (ii) result in any of the Contemplated Transactions being rescinded following the Closing, (iii) limit or otherwise adversely affect the right of Parent (or any Affiliate thereof) to directly or indirectly own or vote any Company Shares, control the Company or any of its Subsidiaries or operate all or any portion of the Business or (iv) require or compel the Company and its Subsidiaries, Parent or any Affiliate of Parent to dispose of all or any portion of its properties or assetsdiscussion. (b) Promptly after the execution and delivery of this Agreement, the Company shall (i) solicit and use commercially reasonable efforts to obtain a written consent in lieu of a meeting of stockholders of the Company (the “Company Stockholder Written Consent”) to effect the Requisite Company Stockholder Approval, including by adopting this Agreement and approving the Merger and the consummation of the Contemplated Transactions and (ii) deliver, no later than ten (10) Business Days after the date of the Requisite Company Stockholder Approval, to each holder of Company Shares that did not execute the Company Stockholder Written Consent, all notices required under the DGCL, including the notice required by Sections 228(e) and 262(d)(2) of the DGCL, in each case in form and substance reasonably satisfactory to Parent.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Article IXVIII, each of the parties hereto shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to use commercially reasonable efforts to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as soon as practicable following the date of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Articles VII Article VI and VIII) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. In furtherance and not in limitation of the foregoingArticle VII); provided, each of the parties shall prepare and filehowever, or cause to be prepared and filed, any required notification pursuant to the HSR Act that is required to be made by such party or its ultimate parent with respect to the Contemplated Transactions and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such party and its Affiliates under applicable Legal Requirements, in each case, as promptly as reasonably practicable after, and in no event more than ten shall such efforts be deemed to include (10A) Business Days followingselling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, Assets or facilities of the date hereofCompany or any entity, facility or Asset of Parent or its Affiliates, (B) terminating, amending or assigning existing relationships and Contractual Obligations or (C) entering into any new Contractual Obligations. The parties shall furnish each other with all necessary information and cooperate with each other in connection good faith with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and any applicable foreign antitrust or competition laws) and to obtain all such authorizations, consents, waivers, approvals, permits and orders as soon as practicable following the date of this Agreement. The Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 or otherwise in connection with the Contemplated Transactions. If any investigation, inquiry or other Action, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the Contemplated Transactions is initiated or threatened, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In addition, to the extent permitted by the FTC, the DOJ and other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actions. The parties shall promptly respond to all inquires made by the FTC, DOJ and any other applicable Governmental Authorities in connection with such filings, filings and submissions or registrations or otherwise in connection and shall promptly comply with the Contemplated Transactions, and promptly provide to such Governmental Authorities any additional information requests for information, including requests for production of documents and documentary material requested under applicable Legal Requirements. If production of witnesses for interviews or depositions by any objections are raised or asserted with respect Governmental Authorities. (b) Subject to the Contemplated Transactions under any Legal Requirement or if terms of Section 5.01(a), in the event any Action is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any other Person is commenced which questions the validity or legality of the Contemplated Transactions as being hereby or seeks damages in violation of connection therewith, the parties agree to cooperate and use commercially reasonable efforts to defend against such Action and, if a Government Order is issued in any applicable Legal Requirement such Action, to use commercially reasonable efforts to have such injunction or which would otherwise preventother order lifted, impede or delay and to cooperate reasonably regarding any other impediment to the consummation of the Contemplated Transactions, the parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to permit consummation of the Contemplated Transactions as soon as reasonably practicabletransactions contemplated hereby; provided, however, that no party shall be required to, and neither (i) the Company nor may not settle any of its Subsidiaries shall (stockholder lawsuits related to the foregoing without the prior written consent of Parent), enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the Contemplated Transactions, (ii) result in any of the Contemplated Transactions being rescinded following the Closing, (iii) limit or otherwise adversely affect the right of Parent (or any Affiliate thereof) to directly or indirectly own or vote any Company Shares, control the Company or any of its Subsidiaries or operate all or any portion of the Business or (iv) require or compel the Company and its Subsidiaries, Parent or any Affiliate of Parent to dispose of all or any portion of its properties or assets. (b) Promptly after the execution and delivery of this Agreement, the Company shall (i) solicit and use commercially reasonable efforts to obtain a written consent in lieu of a meeting of stockholders of the Company (the “Company Stockholder Written Consent”) to effect the Requisite Company Stockholder Approval, including by adopting this Agreement and approving the Merger and the consummation of the Contemplated Transactions and (ii) deliver, no later than ten (10all limitations set out in the proviso at the end of Section 5.01(a) Business Days after the date of the Requisite Company Stockholder Approval, to each holder of Company Shares that did not execute the Company Stockholder Written Consent, all notices required under the DGCL, including the notice required by Sections 228(e) and 262(d)(2) of the DGCL, in each case in form and substance reasonably satisfactory to Parentapply hereto.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Article IX, each Each of the parties hereto Parties shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, action required of it and to use commercially reasonable efforts to do or cause to be done all other things necessary, proper or advisable, advisable on its part in order to consummate and make effective the Contemplated Transactions as soon as practicable following the date of transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Articles VII and VIII) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. In furtherance and not in limitation of the foregoing, each of the parties Transaction Documents. (b) Each of the Parties shall prepare and filegive any notices to, or cause to be prepared and filed, make any required notification pursuant to the HSR Act that is required to be made by such party or its ultimate parent with respect to the Contemplated Transactions and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such party and its Affiliates under applicable Legal Requirements, in each case, as promptly as reasonably practicable afterfilings with, and in no event more than ten (10) Business Days following, the date hereof. The parties shall furnish each other with all necessary information and cooperate with each other in connection with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and any applicable foreign antitrust or competition laws) and to obtain all such authorizations, consents, waivers, approvals, permits and orders as soon as practicable following the date of this Agreement. The Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 or otherwise in connection with the Contemplated Transactions. If any investigation, inquiry or other Action, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the Contemplated Transactions is initiated or threatened, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In addition, to the extent permitted by the FTC, the DOJ and other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actions. The parties shall promptly respond to all inquires made by the FTC, DOJ and any other applicable Governmental Authorities in connection with such filings, submissions or registrations or otherwise in connection with the Contemplated Transactions, and promptly provide to such Governmental Authorities any additional information and documentary material requested under applicable Legal Requirements. If any objections are raised or asserted with respect to the Contemplated Transactions under any Legal Requirement or if any Action is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions as being in violation of any applicable Legal Requirement or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactions, the parties shall use their commercially reasonable efforts to resolve obtain any such objections Consents which are required to be given, made or Actions so as to permit obtained by it in connection with consummation of the Contemplated Transactions as soon as reasonably practicable; providedtransactions contemplated by this Agreement. (c) From the date hereof until the Closing, that no party the Sellers shall be required topromptly notify Purchaser in writing of: (i) any fact, and neither circumstance, event or action the Company nor any existence, occurrence or taking of its Subsidiaries shall which (without the prior written consent of Parent)A) has had, enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would could reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Sellers hereunder not being true and correct or (iC) prevent consummation has resulted in, or could reasonably be expected to result in, the failure of any of the Contemplated Transactions, conditions set forth herein to be satisfied; (ii) result any notice or other communication from any Person alleging that the consent of such Person is or may be required in any of connection with the Contemplated Transactions being rescinded following the Closing, transactions contemplated by this Agreement; (iii) limit any notice or otherwise adversely affect other communication from any Governmental Body in connection with the right of Parent (or any Affiliate thereof) to directly or indirectly own or vote any Company Shares, control the Company or any of its Subsidiaries or operate all or any portion of the Business or transactions contemplated by this Agreement; and (iv) require any Legal Proceedings commenced or, to Sellers’ Knowledge, threatened against, relating to or compel involving or otherwise affecting Sellers or the Company and its Subsidiariesthat, Parent or any Affiliate of Parent to dispose of all or any portion of its properties or assets. (b) Promptly after if pending on the execution and delivery date of this Agreement, the Company shall (i) solicit and use commercially reasonable efforts would have been required to obtain a written consent in lieu of a meeting of stockholders of the Company (the “Company Stockholder Written Consent”) have been disclosed pursuant to effect the Requisite Company Stockholder Approval, including by adopting this Agreement and approving the Merger and or that relates to the consummation of the Contemplated Transactions transactions contemplated by this Agreement. Purchaser’s receipt of information pursuant to this Agreement shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers, and (ii) deliver, no later than ten (10) Business Days after shall not be deemed to amend or supplement the date of the Requisite Company Stockholder Approval, to each holder of Company Shares that did not execute the Company Stockholder Written Consent, all notices required under the DGCL, including the notice required by Sections 228(e) and 262(d)(2) of the DGCL, in each case in form and substance reasonably satisfactory to ParentSchedules attached hereto.