Common use of Commercially Reasonable Efforts; Regulatory Approvals Clause in Contracts

Commercially Reasonable Efforts; Regulatory Approvals. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. (b) Parent shall and the Company shall (i) make all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date of this Agreement in the case of all filings required under the HSR Act and within twenty (20) days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. (c) Each of Parent and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Xxxxx Xommission Act, as amenxxx, xxd any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, the Company shall use its commercially reasonable efforts, and Parent shall cooperate with the Company, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (d) As soon as practicable, but in any event not later than twenty (20) days after the date hereof, each party hereto shall file all applications and other documents, and shall use its commercially reasonable efforts to obtain all consents and approvals, as are required to be filed or obtained by it under applicable laws of the State of Texas, and all other Governmental Body approvals required for consummation of the transactions contemplated by this Agreement, in each case as promptly as is practicable. Notwithstanding the foregoing, in connection with obtaining any consent or approval contemplated by this Agreement, neither the Company nor any of its Subsidiaries shall, without the prior written consent of Parent, take or consent to any action, term or condition that imposes any adverse condition or requirement on the conduct of business by Parent, its subsidiaries, the Company or any of its Subsidiaries, requires any capital contribution or infusion to the Company or its Subsidiaries, imposes any restriction on the ability of the Company, any of its Subsidiaries, Parent or any of its subsidiaries to pay dividends or their respective flow of funds, or limits Parent's or its subsidiaries' freedom of action with respect to any material portion of the assets of Parent, its subsidiaries, the Company or its Subsidiaries. Without limiting the generality of the foregoing, as promptly as practical and, in any event within twenty (20) calendar days after the date hereof, Parent shall make a Form A filing, which shall include all required exhibits thereto, with the TDI with respect to the transactions contemplated hereby. The Company agrees to furnish Parent with such necessary information and reasonable assistance as Parent may reasonably request in connection with its preparation of such Form A filing. Parent shall keep the Company fully apprised of its actions with respect to all such filings and submissions and shall provide the Company with a copy of such Form A filing (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (e) Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws or any other applicable Law. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be). (f) In connection with and without limiting the first sentence of this Section 7.4, each of the Company and its Board of Directors and Parent and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Regulatory Approvals. Subject to any obligation imposed by Law, including all anti-trust and competition Laws: (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, including Section 2.02(g), each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, Seller and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. (b) Parent shall and the Company shall (i) make all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date of this Agreement in the case of all filings required under the HSR Act and within twenty (20) days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. (c) Each of Parent and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Xxxxx Xommission Act, as amenxxx, xxd any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, the Company shall use its commercially reasonable efforts, and Parent shall cooperate with the Company, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (d) As soon as practicable, but in any event not later than twenty (20) days after the date hereof, each party hereto shall file all applications and other documents, and Buyer shall use its commercially reasonable efforts to (i) make the Anti-Trust Filings and any other filings required by applicable Law, (ii) obtain all consents consents, approvals (including Anti-Trust Approvals), authorizations, qualifications and approvals, as are required to be filed or obtained by it under applicable laws orders of the State of Texas, Governmental Entities and all other Governmental Body approvals required for consummation of the transactions contemplated by this Agreementthird parties and (iii) take other actions, in each case as promptly is necessary to consummate the Transactions as is practicablesoon as reasonably practical following the date of this Agreement; provided that no party shall have any obligation to pay money or make any concessions to obtain such consents (it being understood that this proviso shall not in any respect limit or otherwise modify Buyer’s agreements and obligations under Section 6.05(d)). Notwithstanding In addition to the foregoing, in connection with obtaining Buyer agrees to provide such evidence as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval contemplated by this Agreementis sought hereunder. Subject to appropriate confidentiality protections, neither each of the Company nor any of its Subsidiaries shall, without the prior written consent of Parent, take or consent to any action, term or condition that imposes any adverse condition or requirement on the conduct of business by Parent, its subsidiaries, the Company or any of its Subsidiaries, requires any capital contribution or infusion parties hereto will cooperate with and furnish to the Company or its Subsidiaries, imposes any restriction on the ability of the Company, any of its Subsidiaries, Parent or any of its subsidiaries to pay dividends or their respective flow of funds, or limits Parent's or its subsidiaries' freedom of action with respect to any material portion of the assets of Parent, its subsidiaries, the Company or its Subsidiaries. Without limiting the generality of the foregoing, as promptly as practical and, in any event within twenty (20) calendar days after the date hereof, Parent shall make a Form A filing, which shall include all required exhibits thereto, with the TDI with respect to the transactions contemplated hereby. The Company agrees to furnish Parent with other party such necessary information and reasonable assistance as Parent such other party may reasonably request in connection with its preparation the foregoing. As soon as reasonably practicable, Buyer shall form or otherwise identify to Seller the Affiliate of Buyer in each Principal Country Unit that will acquire all or part of the Transferred Assets or the Transferred Equity Interests or assume all or part of the Assumed Liabilities, in each case, related to such Form A filing. Parent shall keep Principal Country Unit. (b) As soon as reasonably practicable after the Company fully apprised date hereof, but in no event later than ten business days after the date hereof with respect to filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of its actions 1976 and as promptly as reasonably practicable with respect to all such other Anti-Trust Filings (unless, in each case, a later date is mutually agreed between the parties), Seller and Buyer shall file the Anti-Trust Filings and any other filings required under any applicable Laws. Seller and submissions and Buyer shall provide to any Governmental Entity whose consent, authorization, order or approval is required in connection with the Company with a copy of such Form A filing (except to the extent that such Transactions any additional information would be, required under any applicable Laws or relates to information that would be, filed under a claim of confidentiality). (e) Each such party otherwise properly requested. The parties shall use their commercially reasonable efforts to furnish obtain early termination of any applicable waiting period, to the extent early termination is a possibility, from the applicable Governmental Entities. The parties also shall use their commercially reasonable efforts to cooperate by providing information reasonably requested by the other party in order to fulfill the foregoing obligations. (c) Subject to applicable Law relating to the exchange of information, Buyer and Seller and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other all information required for on, any application filing made with, or other filing written materials to be made pursuant to submitted to, any applicable Law Governmental Entity in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws or any other applicable Law. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be). (f) In connection with and without limiting the first sentence of this Section 7.4, each of the Company and its Board of Directors and Parent and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement.Transactions,

Commercially Reasonable Efforts; Regulatory Approvals. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall (and shall cause its Affiliates to) use its commercially reasonable efforts and shall reasonably cooperate with the other parties, to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Agreement (bincluding the receipt of all required consents and approvals of Governmental Authorities) Parent shall and the Company shall (i) make all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby comply as promptly as reasonably practicable after the date with all requirements of this Agreement in the case of all filings required under the HSR Act Governmental Authorities and within twenty (20) days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust applicable Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. (c) Each of Parent and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement Agreement. Prior to the Closing, each party shall use its commercially reasonable efforts to obtain any consents of third Persons as may be necessary for the consummation of the transactions contemplated hereby by such party or required as a result of the execution, performance or consummation of the transactions contemplated hereby by such party, and the other parties shall provide reasonable cooperation in connection with such efforts. (b) In furtherance and not in limitation of Section 6.7(a), to the extent required under the HSR Act, the Sherman ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the Clayton Act, as amended, the Federal Xxxxx Xommission Act, as amenxxx, xxd and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively“Antitrust Laws”), each party agrees to make any required filing or application under Antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as reasonably practicable, including by requesting early termination of the waiting period provided for under Antitrust Laws. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, the "Federal Trade Commission, the Antitrust Laws")Division of the Department of Justice or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such applicable Governmental Authority or other Person, give the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party is prohibited from participating in or attending any meetings or conferences, keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, or responding to requests or objections made by any Governmental Authority. (c) As soon as reasonably practicable following the date of this Agreement, the parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. In Each party shall give prompt written notice to the other parties if such party or its Representatives receives any notice from such Governmental Authorities in connection therewithwith the transactions contemplated by this Agreement, and shall promptly furnish the other parties with a copy of such Governmental Authority notice. If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any Legal Proceeding Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any transaction of the transactions contemplated by this Agreement as in violation violative of any Antitrust Lawapplicable Law or that would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement, the Company parties shall use its their commercially reasonable effortsefforts to resolve any such objections or Actions so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement, or any other Transaction Document, the parties shall, and Parent shall cause their respective Representatives to, reasonably cooperate with the Company, each other and use their respective commercially reasonable efforts to contest and resist any such Legal Proceeding, Action and to have vacated, lifted, reversed, reversed or overturned any decreeOrder, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (d) As soon as practicable, but in any event not later than twenty (20) days after During the date hereofInterim Period, each party hereto shall file all applications and other documents, and shall use its commercially reasonable efforts to obtain all consents and approvalsany consents, approvals or waivers of Governmental Authorities or other third Persons as are required to may be filed necessary for the consummation by such party or obtained by it under applicable laws of the State of Texas, and all other Governmental Body approvals required for consummation its Affiliates of the transactions contemplated by this AgreementAgreement or required as a result of the execution or performance of, in each case as promptly as is practicable. Notwithstanding or consummation of the foregoingtransactions contemplated by, this Agreement by such party or its Affiliates, and the other parties shall provide reasonable cooperation in connection with obtaining any consent or approval contemplated by this Agreement, neither the Company nor any of its Subsidiaries shall, without the prior written consent of Parent, take or consent to any action, term or condition that imposes any adverse condition or requirement on the conduct of business by Parent, its subsidiaries, the Company or any of its Subsidiaries, requires any capital contribution or infusion to the Company or its Subsidiaries, imposes any restriction on the ability of the Company, any of its Subsidiaries, Parent or any of its subsidiaries to pay dividends or their respective flow of funds, or limits Parent's or its subsidiaries' freedom of action with respect to any material portion of the assets of Parent, its subsidiaries, the Company or its Subsidiaries. Without limiting the generality of the foregoing, as promptly as practical and, in any event within twenty (20) calendar days after the date hereof, Parent shall make a Form A filing, which shall include all required exhibits thereto, with the TDI with respect to the transactions contemplated hereby. The Company agrees to furnish Parent with such necessary information and reasonable assistance as Parent may reasonably request in connection with its preparation of such Form A filing. Parent shall keep the Company fully apprised of its actions with respect to all such filings and submissions and shall provide the Company with a copy of such Form A filing (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)efforts. (e) Each such Notwithstanding anything herein to the contrary, no party shall use commercially reasonable efforts be required to furnish to each other all information required for any application or other filing to be made pursuant agree to any applicable Law term, condition or modification with respect to obtaining any consents in connection with the transactions contemplated by this Agreement. Each Agreement that would result in, or would be reasonably likely to result in such party shall promptly inform the other parties hereto or its Affiliates having to cease, sell or otherwise dispose of any oral communication with, and provide copies of written communications with, any Governmental Body regarding material assets or businesses (including the requirement that any such filings assets or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws or any other applicable Law. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4 as "outside counsel only." Such materials and the information contained therein shall business be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company or Parent, as the case may beheld separate). (f) In connection with and without limiting the first sentence of this Section 7.4, each of the Company and its Board of Directors and Parent and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Regulatory Approvals. Subject to any obligation imposed by applicable Law, including all applicable Competition Laws: (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Seller and Purchaser shall cooperate, and shall use its commercially reasonable efforts efforts, to (i) take, or cause to be taken, all actions, actions and to (ii) do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessarynecessary for it to do, proper or advisable under applicable Laws to consummate and make effectiveeffective the Transactions, in the most expeditious manner practicable, the Merger including all actions and the other transactions contemplated by this Agreement. all things necessary for it to (bA) Parent shall and the Company shall (i) make comply promptly with all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby Transactions (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (B) satisfy the conditions precedent to the obligations of such Party hereto and (C) obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained or made by Seller or Purchaser in connection with the Transactions, in each case, as promptly soon as reasonably practicable after following the date of this Agreement Effective Date; provided, however, that Seller shall have no obligation to pay money or make any concessions to obtain such consents and Purchaser shall pay in the case of full all filings required under the HSR Act and within twenty (20) days in the case of all other filings required by other Antitrust Lawsfiling fees associated therewith. Subject to appropriate confidentiality protections, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, Party will furnish to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. (c) Each of Parent and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Xxxxx Xommission Act, as amenxxx, xxd any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, the Company shall use its commercially reasonable efforts, and Parent shall cooperate with the Company, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (d) As soon as practicable, but in any event not later than twenty (20) days after the date hereof, each party hereto shall file all applications and other documents, and shall use its commercially reasonable efforts to obtain all consents and approvals, as are required to be filed or obtained by it under applicable laws of the State of Texas, and all other Governmental Body approvals required for consummation of the transactions contemplated by this Agreement, in each case as promptly as is practicable. Notwithstanding the foregoing, in connection with obtaining any consent or approval contemplated by this Agreement, neither the Company nor any of its Subsidiaries shall, without the prior written consent of Parent, take or consent to any action, term or condition that imposes any adverse condition or requirement on the conduct of business by Parent, its subsidiaries, the Company or any of its Subsidiaries, requires any capital contribution or infusion to the Company or its Subsidiaries, imposes any restriction on the ability of the Company, any of its Subsidiaries, Parent or any of its subsidiaries to pay dividends or their respective flow of funds, or limits Parent's or its subsidiaries' freedom of action with respect to any material portion of the assets of Parent, its subsidiaries, the Company or its Subsidiaries. Without limiting the generality of the foregoing, as promptly as practical and, in any event within twenty (20) calendar days after the date hereof, Parent shall make a Form A filing, which shall include all required exhibits thereto, with the TDI with respect to the transactions contemplated hereby. The Company agrees to furnish Parent with Party such necessary information and reasonable assistance as Parent such other Party may reasonably request in connection with its preparation of such Form A filingthe foregoing. Parent shall keep the Company fully apprised of its actions with respect In addition, Purchaser agrees, subject to all such filings and submissions and shall provide the Company with a copy of such Form A filing (except to the extent that such information would be, or relates to information that would be, filed under a claim any overriding obligations of confidentiality), to provide such evidence as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought hereunder. (eb) Each such party shall use commercially reasonable efforts Subject to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law relating to the exchange of information, Purchaser and Seller and their respective counsel shall: (i) have the right to review in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting advance and, to the extent permitted practicable, consult the other on, any filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions; (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Authority in connection with the Transactions; (iii) consult with the other Party, and consider in good faith the views of the other Party, prior to entering into any agreement with any Governmental Authority with respect to the Transactions; and (iv) furnish each other, on an outside- counsel-only basis if deemed appropriate by such the Party furnishing the materials, with copies of all correspondence, filings and written communications between them, or their respective counsel or Affiliates, on the one hand, and any Governmental BodyAuthority or its respective staff, on the other hand, with respect to the Transactions. Purchaser and Seller shall, to the extent practicable, provide each other and their respective counsel with advance notice of and the opportunity to attend and/or participate. Subject to applicable Lawparticipate in any discussion, the parties hereto will consult and cooperate telephone call or meeting with one another any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions and to participate in the preparation for such discussion, telephone call or meeting. (c) Purchaser and Seller shall file any analyses, appearances, presentations, memoranda, briefs, arguments, opinions notification and proposals made or submitted by or on behalf of any party hereto relating to proceedings report form and related material required under the HSR Act Act, and any additional filings required under any other Competition Laws, as soon as practicable after the Effective Date (and in any event within ten (10) Business Days following the Effective Date). Purchaser and Seller shall promptly file any additional information properly requested by any competent Governmental Authority whose consent has been requested to the Transactions as soon as practical after receipt of any proper request for additional information. The Parties shall use their reasonable best efforts to obtain early termination of the applicable waiting period, to the extent required, from the applicable Governmental Authority. (d) Under no circumstances shall “commercially reasonable efforts” under this Section 6.05 require Purchaser to, and Seller shall not, without prior written approval by Purchaser, take the following actions: (i) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or other Antitrust Laws otherwise, and in connection with the consummation of the Transactions, the sale, divestiture or disposition (including by licensing any intellectual property rights) of any Purchased Assets or any other applicable Law. The Company assets or businesses of Purchaser or any of its Affiliates (or equity interests held by Purchaser or any of its Affiliates in Persons with assets or businesses); (ii) terminate any existing relationships and Parent maycontractual rights and obligations; (iii) offer to take or offer to commit to take any action which it is capable of taking, as each deems advisable and necessaryor take or commit to take such action, reasonably designate that limits its freedom of action with respect to, or its ability to retain, any competitively sensitive material provided to the other under this Section 7.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient Purchased Assets or any other assets or businesses of Purchaser or any of its Affiliates (or equity interests held by Purchaser or any of its Affiliates in entities with assets or businesses); and will not (iv) take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be disclosed by such outside counsel to employees, officers, or directors entered in any proceeding that would make consummation of the recipient, unless express written permission is obtained in advance from the source Transactions unlawful or that would prevent or delay consummation of the materials Transactions, any steps (including the Company appeal thereof, the posting of a bond or Parent, as the case may be). (f) In connection with and without limiting the first sentence of this Section 7.4, each taking of the Company and its Board of Directors and Parent and its Board of Directors shall steps contemplated by clauses (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute above) to vacate, modify or similar statute becomes applicable to this Agreement, the Merger suspend such injunction or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreementorder.

Commercially Reasonable Efforts; Regulatory Approvals. Subject to any obligation imposed by Law, including all anti-trust and competition Laws: (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, including Section 2.02(g) or as otherwise provided in this Section 6.05, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, Seller and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. (b) Parent shall and the Company shall (i) make all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date of this Agreement in the case of all filings required under the HSR Act and within twenty (20) days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. (c) Each of Parent and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Xxxxx Xommission Act, as amenxxx, xxd any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, the Company shall use its commercially reasonable efforts, and Parent shall cooperate with the Company, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (d) As soon as practicable, but in any event not later than twenty (20) days after the date hereof, each party hereto shall file all applications and other documents, and Buyer shall use its commercially reasonable efforts to (i) make the Anti-Trust Filings and any other filings required by applicable Law, (ii) obtain all consents consents, approvals (including Anti-Trust Approvals), authorizations, qualifications and approvals, as are required to be filed or obtained by it under applicable laws orders of the State of Texas, Governmental Entities and all other Governmental Body approvals required for consummation of the transactions contemplated by this Agreementthird parties and (iii) take other actions, in each case as promptly is necessary to consummate the Transactions as is practicablesoon as reasonably practical following the date of this Agreement; provided that Seller shall have no obligation to pay money or make any concessions to obtain such consents, approvals, authorizations, qualifications and orders. Notwithstanding In furtherance of the foregoing, prior to the Applicable Closing, Seller shall provide Buyer with reasonable assistance that Buyer may reasonably request in order to effect an orderly transition of the Business to Buyer, including cooperating in transition planning discussions; provided, however that such assistance shall not unduly interfere with the day to day operations of Seller’s business. In addition to the foregoing, Buyer agrees to provide such evidence as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought hereunder. Subject to appropriate confidentiality protections, each of the parties hereto will cooperate with and furnish to the other party such necessary information and assistance as such other party may reasonably request in connection with obtaining the foregoing. (b) As soon as reasonably practicable after the date hereof, but in no event later than ten business days with respect to filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and as soon as reasonably practicable with respect to all other Anti-Trust Filings (unless, in each case, a later date is mutually agreed between the parties), Seller and Buyer shall file the Anti-Trust Filings and any consent other filings required under any applicable Laws and shall provide to any Governmental Entity whose consent, authorization, order or approval contemplated is required in connection with the Transactions any additional information required under any applicable Laws or otherwise properly requested. The parties shall use their commercially reasonable efforts to obtain early termination of any applicable waiting period, to the extent required, from the applicable Governmental Entities. The parties also shall use their commercially reasonable efforts to cooperate by this Agreementproviding information reasonably requested by the other party in order to fulfill the foregoing obligations. (c) Subject to applicable Law relating to the exchange of information, neither Buyer and Seller and their respective counsel shall (i) have the Company nor right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, any Governmental Entity in connection with the Transactions, (iii) consult with the other party, and consider in good faith the views of the other party, prior to entering into any agreement with any Governmental Entity with respect to the Transactions and (iv) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or Affiliates, on the one hand, and any Governmental Entity or its Subsidiaries respective staff, on the other hand, with respect to the Transactions. Buyer and Seller shall, without to the prior written consent extent practicable, provide each other and their respective counsel with advance notice of Parentand the opportunity to participate in any in-person discussion or meeting with any Governmental Entity in respect of any filing, take investigation or other inquiry in connection with the Transactions and to participate in the preparation for such discussion or meeting. Buyer also agrees to keep Seller fully informed about any anti-trust issues raised by any Governmental Entity. Buyer shall (after consulting with and considering in good faith the views of Seller) in its sole discretion control all aspects of the Parties’ efforts to gain Anti-Trust Approvals before any Governmental Entity or in any Action brought to enjoin the Transactions pursuant to any anti-trust or competition Law, and Seller shall cooperate with Buyer to assist in any defense of the Transactions before any Governmental Entity reviewing the Transactions, including by providing as promptly as reasonably practicable such information as may be requested by such Governmental Entity or such assistance as may be reasonably requested by the Buyer in such defense. (d) For purposes of this Section 6.05, to the extent necessary to obtain the waiver or consent from any Governmental Entity required to satisfy the conditions set forth in Sections 5.01(f) or 5.02(f), as applicable, to obtain consents, approvals, authorizations, qualifications or orders of Governmental Entities or to avoid the entry of or have lifted, vacated or terminated any actionPrincipal Closing Legal Impediment or Non-Principal Closing Legal Impediment, term Buyer shall: (i) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or condition that imposes any adverse condition or requirement on otherwise, and in connection with the conduct consummation of business by Parent, its subsidiariesthe Transactions, the Company sale, divestiture or disposition (including by licensing any intellectual property rights) of any assets of the Business and/or any other assets or businesses of Buyer or any of its Subsidiaries, requires any capital contribution Affiliates (or infusion to the Company or its Subsidiaries, imposes any restriction on the ability of the Company, any of its Subsidiaries, Parent equity interests held by Buyer or any of its subsidiaries Affiliates in entities with assets or businesses); (ii) terminate or modify any existing relationships and contractual rights and obligations; (iii) otherwise offer to pay dividends take or their respective flow offer to commit to take any action which it is capable of fundstaking and, if the offer is accepted, take or commit to take such action, that limits Parent's or its subsidiaries' freedom of action with respect to, or its ability to retain, any material portion of the assets of Parentthe Business and/or any other assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); and (iv) take promptly, its subsidiariesin the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Transactions unlawful or that would prevent or delay consummation of the Transactions, any and all steps (including the appeal thereof, the Company posting of a bond or the taking of the steps contemplated by clauses (i) and (ii) of this subsection (d)) necessary to vacate, modify or suspend such injunction or order. For the avoidance of doubt, Buyer’s obligations under this Section 6.05(d) shall be absolute and shall not be qualified or limited by what may be considered commercially reasonable. (e) To assist Buyer in complying with its Subsidiariesobligations set forth in this Section 6.05, Seller shall, and shall cause its Affiliates to, cooperate with Buyer and its Affiliates to effect any of the actions described in Section 6.05(d), including by entering into one or more agreements reasonably requested by Buyer to be entered into by any of them prior to the Applicable Closing with respect to any of the matters contemplated by clauses (i) and (ii) of subsection (d) above; provided, however, that (i) such actions shall relate exclusively to the Transferred Assets, (ii) the effectiveness of such agreement shall be conditioned on the occurrence of the Applicable Closing, (iii) except with respect to the matters addressed in Section 8.02, all rights and obligations of Seller and its Affiliates pursuant thereto shall be assumed by Buyer effective at the Applicable Closing (and any counterparty shall agree to that effect) and (iv) except with respect to the matters addressed in Section 8.02, Buyer shall indemnify for and hold Seller and its Affiliates harmless from all Damages arising from or relating to any such agreement, it being the intent of the parties that Seller and its Affiliates and Buyer and its Affiliates shall be treated as if any such transaction was effected for the account of Buyer and its Affiliates; provided, further, that none of the provisions of (i), (ii), (iii) or (iv) of the immediately preceding proviso shall be construed to affect Buyer’s rights with respect to Seller hereunder or under the Ancillary Agreements, including its rights to indemnification under Article X hereof. Without limiting the generality of the foregoing, if and promptly after being requested by Buyer, Seller’s and its Affiliates’ obligation to cooperate with Buyer pursuant to this Section 6.05(e) shall include (A) entering into confidentiality agreements containing customary terms with any Persons who Buyer identifies to Seller as promptly potential purchasers in a potential transaction of a type described in clauses (i) and (ii) of Section 6.05(d) (“Potential Purchasers”), (B) providing to Buyer and Potential Purchasers such business and financial information (to the extent readily available) relating to the assets of the Business that are to be transferred as practical part of any such transaction as requested by Buyer or such Potential Purchasers, including such financial information described in Schedule 6.05(e), (C) making any appropriate personnel with expertise in the Business available to Buyer and any Potential Purchasers to participate in a reasonable number (and at reasonable times) of due diligence sessions and management presentations related to any such transaction, (D) using commercially reasonable efforts to provide customary authorization letters to a Potential Purchaser’s financing sources authorizing the distribution of information to such Potential Purchaser’s lenders or investors, subject to customary confidentiality requirements and receipt by the applicable party of release and non-reliance letters, each reasonably acceptable to Seller and Seller’s auditors or other agents, as applicable, and (E) negotiating and entering into transitional service and manufacturing agreements required to obtain approval by the Federal Trade Commission with buyers of divested products as to which Seller retains assets, as necessary to facilitate effective transition of products to new owners (provided that such transitional service and manufacturing agreements are of no greater scope and on no less favorable terms to Seller and its Affiliates than the scope and terms reflected in the applicable Ancillary Agreements). (f) Seller shall, and shall cause its Affiliates to, give Buyer and its accountants, legal counsel and other representatives reasonable access, during normal business hours and without undue interruption of the Business throughout the period prior to the Applicable Closing, to all of the properties, books and records (other than records relating to income Taxes and attorney-client privileged communications and, in any event within twenty (20for the avoidance of doubt, other than where access to such information is prohibited by applicable Law) calendar days after the date hereof, Parent shall make a Form A filing, which shall include all required exhibits thereto, with the TDI with respect to the transactions contemplated herebyextent relating to the Business, and will furnish, at Buyer’s expense, Buyer, its accountants, legal counsel and other representatives during such period all such information (other than records relating to income Taxes and attorney-client privileged communications and, for the avoidance of doubt, other than where access to such information is prohibited by applicable Law) to the extent relating to the Business as Buyer may reasonably request; provided that this Section 6.05(f) shall not entitle Buyer or its accountants, legal counsel or other representatives to contact any third party doing business with Seller or access the properties, books or records of any such third party or of Seller or its Affiliates to the extent related to any business of Seller or its Affiliates other than the Business, in each case without Seller’s prior written consent; provided, that in the event any such books and records or information is subject to attorney-client privilege or such access is prohibited by Law, Seller will use commercially reasonable efforts to provide access to the information in a manner that would not violate such privilege or Law. The Company agrees Buyer will hold in confidence all information so obtained. (g) Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to obtain all Product Registrations required to operate the Business in the Non-Principal Country Units, and Seller shall reasonably cooperate and furnish Parent with to Buyer such necessary information and reasonable assistance as Parent Buyer may reasonably request in connection with its preparation of such Form A filing. Parent shall keep the Company fully apprised of its actions with respect to all such filings and submissions and shall provide the Company with a copy of such Form A filing (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)foregoing. (e) Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws or any other applicable Law. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be). (f) In connection with and without limiting the first sentence of this Section 7.4, each of the Company and its Board of Directors and Parent and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Regulatory Approvals. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall (and shall cause its Affiliates to) use its commercially reasonable efforts and shall reasonably cooperate with the other parties, to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Agreement (bincluding the receipt of all required consents and approvals of Governmental Authorities) Parent shall and the Company shall (i) make all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby comply as promptly as reasonably practicable after the date with all requirements of this Agreement in the case of all filings required under the HSR Act Governmental Authorities and within twenty (20) days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust applicable Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. (c) Each of Parent and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement Agreement. Prior to the Closing, each party shall use its commercially reasonable efforts to obtain any consents of third Persons as may be necessary for the consummation of the transactions contemplated hereby by such party or required as a result of the execution, performance or consummation of the transactions contemplated hereby by such party, and the other parties shall provide reasonable cooperation in connection with such efforts. (b) In furtherance and not in limitation of Section 5.6(a), to the extent required under the HSR Act, the Sherman ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedamended (“HSR”), the Clayton Act, as amended, the Federal Xxxxx Xommission Act, as amenxxx, xxd and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively“Antitrust Laws”), each of Buyer and the Company agrees to make any required filing or application under Antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as reasonably practicable, including by requesting early termination of the waiting period provided for under Antitrust Laws. Buyer and the Company shall each bear fifty percent (50%) of the filing fee in respect of the filing for HSR. Each of Buyer and the Company shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, the "Federal Trade Commission, the Antitrust Laws")Division of the Department of Justice or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such applicable Governmental Authority or other Person, give the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party is prohibited from participating in or attending any meetings or conferences, keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, or responding to requests or objections made by any Governmental Authority. (c) To the extent not filed prior to the date hereof, as soon as reasonably practicable following the date of this Agreement, the parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. In Each party shall give prompt written notice to the other parties if such party or its Representatives receives any notice from such Governmental Authorities in connection therewithwith the transactions contemplated by this Agreement, and shall promptly furnish the other parties with a copy of such Governmental Authority notice. If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any Legal Proceeding Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any transaction of the transactions contemplated by this Agreement as in violation violative of any Antitrust Lawapplicable Law or that would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement, the Company parties shall use its their commercially reasonable effortsefforts to resolve any such objections or Actions so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement, or any other Transaction Document, the parties shall, and Parent shall cause their respective Representatives to, reasonably cooperate with the Company, each other and use their respective commercially reasonable efforts to contest and resist any such Legal Proceeding, Action and to have vacated, lifted, reversed, reversed or overturned any decreeOrder, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (d) As soon as practicableNotwithstanding anything herein to the contrary, but in any event not later than twenty (20) days after the date hereof, each no party hereto shall file all applications and other documents, and shall use its commercially reasonable efforts to obtain all consents and approvals, as are be required to be filed or obtained by it under applicable laws of the State of Texas, and all other Governmental Body approvals required for consummation of the transactions contemplated by this Agreement, in each case as promptly as is practicable. Notwithstanding the foregoing, in connection with obtaining any consent or approval contemplated by this Agreement, neither the Company nor any of its Subsidiaries shall, without the prior written consent of Parent, take or consent agree to any actionterm, term or condition that imposes any adverse condition or requirement on the conduct of business by Parent, its subsidiaries, the Company or any of its Subsidiaries, requires any capital contribution or infusion to the Company or its Subsidiaries, imposes any restriction on the ability of the Company, any of its Subsidiaries, Parent or any of its subsidiaries to pay dividends or their respective flow of funds, or limits Parent's or its subsidiaries' freedom of action modification with respect to obtaining any material portion of the assets of Parent, its subsidiaries, the Company or its Subsidiaries. Without limiting the generality of the foregoing, as promptly as practical and, in any event within twenty (20) calendar days after the date hereof, Parent shall make a Form A filing, which shall include all required exhibits thereto, with the TDI with respect to the transactions contemplated hereby. The Company agrees to furnish Parent with such necessary information and reasonable assistance as Parent may reasonably request in connection with its preparation of such Form A filing. Parent shall keep the Company fully apprised of its actions with respect to all such filings and submissions and shall provide the Company with a copy of such Form A filing (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (e) Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law consents in connection with the transactions contemplated by this Agreement. Each Agreement that would result in, or would be reasonably likely to result in such party shall promptly inform the other parties hereto or its Affiliates having to cease, sell or otherwise dispose of any oral communication with, and provide copies of written communications with, any Governmental Body regarding material assets or businesses (including the requirement that any such filings assets or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws or any other applicable Law. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4 as "outside counsel only." Such materials and the information contained therein shall business be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company or Parent, as the case may beheld separate). (f) In connection with and without limiting the first sentence of this Section 7.4, each of the Company and its Board of Directors and Parent and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement.