Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article IX to be satisfiedother discussions or negotiations with, third parties, including as required under any Material Contract, (ii) the obtaining of such reasonably obtain all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably Entities, make all necessary registrations, declarations and filings (including registrationsand make all commercially reasonable efforts to obtain an approval or waiver from, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary or to avoid any suitLegal Proceeding by, claim, action, investigation or proceeding by any Governmental Entity, and (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 execute and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein , except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the contrarypayment of any fee, nothing penalty or other consideration or make any other concession, waiver or amendment under any Contract in this Agreement shall connection with obtaining any consent without the prior written consent of VMware (not to be deemed to require HL unreasonably withheld, conditioned or the Company to agree to any divestiture by itself denied) and (y) none of VMware, Pivotal, or any of its their Affiliates shall be required to sell, divest, license or otherwise dispose of shares of any capital stock or of any businessother equity or voting interest, assets (whether tangible or propertyintangible), rights, products or businesses to the imposition of any extent that, individually or in the aggregate, such action would reasonably be expected to have a material limitation and adverse impact on the ability reasonably expected benefits to VMware of any completing the Merger. Each of them the parties hereto shall furnish to conduct their business or each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to own or exercise control of such assets, properties and stocksection 5.4.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties agrees to party shall use its commercially reasonable efforts 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 and regulations to consummate and make effective, in the most expeditious manner practicable, transactions contemplated by this Agreement as promptly as practicable after the Transactionsdate hereof, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts preparing and filing as promptly as practicable all documentation to effect all necessary SEC filings and other documents and to cause the conditions precedent set forth in Article IX obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be satisfiedobtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) the obtaining of executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably necessary actionsrequest, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of such all reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of obtain all such material consents, approvals or waivers from third parties required as a result of waivers, licenses, orders, registrations, approvals, permits and authorizations. Notwithstanding the Transactionsforegoing, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of no event shall any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to party have any stay or temporary restraining obligation, in order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and to: (i) take any action(s) that would result in Material Adverse Changes in the benefits to fully carry out the purposes of, Seller on the one hand or to the Purchaser on the other of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition (ii) dispose of any material limitation on the ability assets or make any material change in its business other than as contemplated by this Agreement, or (iii) expend any material amount of funds or otherwise incur any of them to conduct their business or to own or exercise control of such assets, properties and stockmaterial burden other than those contemplated by this Agreement.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the Parties agrees to parties shall act in good faith and 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 reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the Transactions, including using parties shall use commercially reasonable efforts to accomplish the following: (and shall use commercially reasonable efforts to cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the taking preparation and filing with the SEC of such reasonable acts the Offer Documents, the Schedule TO, the State Filings, the Schedule 14D-9 and the Proxy Statement and all necessary to cause the conditions precedent set forth in Article IX to be satisfied, amendments or supplements thereto; (ii) the obtaining of such reasonably necessary actions, waivers, obtain all consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary waivers, licenses, permits, authorizations, registrations, declarations qualifications or other permissions or actions by, and filings (including registrationsgive all necessary notices to, declarations and make all filings with Governmental Entitiesand applications and submissions to, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals Entity or waivers from third parties required as a result of the Transactions, including the consents referred to other Person necessary in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or connection with the consummation of the Transactionstransactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, including seeking its subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing and (iv) avoid the entry of, or have vacated or terminated, any decree, order or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger. Prior to have making any stay application to or temporary restraining order entered by any court filing with a Governmental Entity or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing entity in connection with this Agreement (other than filing under the HSR Act), each party shall be deemed provide the other party with drafts thereof and afford the other party a reasonable opportunity to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Commercially Reasonable Efforts. Upon (a) From the date hereof through the Effective Time, on the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to parties hereto shall use its commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein), prior to, at and after the REB Transfer Time, 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 reasonably necessary, proper necessary or advisable under this Agreement and applicable Law to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts obtaining all necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably or advisable Governmental Approvals and making all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations or advisable registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such all reasonable steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (ii) obtaining all necessary or advisable Consents, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of against any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Actions challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof the Transaction Documents, this Agreementother than, in the case of each of clauses (i) through (iv), with respect to registrations, filings and other Governmental Approvals relating to Review Laws, which are the subject of Section 9.04(b). Notwithstanding anything herein In connection with and without limiting the foregoing, Parent shall (A) take all action necessary to the contrary, nothing in ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement shall be deemed to require HL or the Company to agree any other Transaction Document and (B) if any state takeover statute or similar statute or regulation becomes applicable to any divestiture by itself Transaction or this Agreement or any other Transaction Document, use commercially reasonable efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Documents. Each of the parties hereto shall keep the other parties hereto reasonably informed of its Affiliates of shares of capital stock progress in obtaining any necessary or of any business, assets or property, or the imposition of any material limitation on the ability of any of them advisable Consents and Governmental Approvals pursuant to conduct their business or to own or exercise control of such assets, properties and stockthis Section 9.04(a).

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, Entity and (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the TransactionsDepartment of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the consents referred merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in Schedules 3.5 connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and 5.5shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (ivy) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the defending Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any suitsbusiness of Parent, claimsthe Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, actionsfurther, investigations that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or proceedingsWarrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, whether judicial the Shareholder Agreement, the Merger or administrative, challenging any of the other transactions contemplated by this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, Shareholder Agreement and (v2) the execution if any state takeover statute or delivery of any additional instruments reasonably necessary similar statute becomes applicable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to , the contraryShareholder Agreement, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself Merger or any of its Affiliates of shares of capital stock or of any business, assets or property, the other transactions contemplated by this Agreement or the imposition of any material limitation Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the ability of any of them terms contemplated by this Agreement and the Shareholder Agreement and otherwise to conduct their business or to own or exercise control minimize the effect of such assetsstatute or regulation on this Agreement, properties the Shareholder Agreement, the Merger and stockthe other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement or the Voting Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such all reasonable acts necessary to cause the conditions precedent to Closing set forth in Article IX VI to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations and filings; and (iii) the obtaining of all necessary waivers, consents, approvals or authorizations from third parties. The Company and Parent shall provide such assistance, information and cooperation to each other as is reasonably necessary registrationsrequired to obtain any such actions, declarations nonactions, waivers, consents, approvals, orders and filings authorizations and, in connection therewith, will notify the other party promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and shall supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (including registrationsA) agree to, declarations and filings or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with Governmental Entitiesrespect to, if anyany current assets (whether tangible or intangible) and or any portion of any current business of Parent, the taking Company or any of such reasonable steps as may be reasonably necessary to avoid their respective Subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding proceeding, whether judicial or administrative brought by any a Governmental Entity, (iii1) challenging or seeking to restrain or prohibit the obtaining consummation of the Merger or any other transaction contemplated by this Agreement or the Voting Agreement, (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective Affiliates of a material portion of the current business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material consentsportion of the current business or assets of the Company and its subsidiaries, approvals taken as a whole, or waivers from third parties required Parent and its Subsidiaries, taken as a whole, as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of Merger or any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging other transaction contemplated by this Agreement or the consummation of the TransactionsVoting Agreement, including or (3) seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself prohibit Parent or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of from effectively controlling in any material limitation on respect a substantial portion of the ability of any of them to conduct their business or to own operations of the Company or exercise control of such assets, properties and stockits Subsidiaries.

Commercially Reasonable Efforts. Upon (a) Subject to and upon the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees shall cooperate with the other Parties and use (and shall cause their respective Subsidiaries to use its use) their respective commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) 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 hereto in doing, all things reasonably necessary, proper or advisable to cause the conditions to Closing set forth in Article VI applicable to such Party to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including using commercially reasonable efforts (A) preparing and filing promptly and fully all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents and (iB) the taking of such reasonable acts executing and delivering any additional instruments necessary to cause consummate the conditions precedent set forth in Article IX to be satisfiedTransactions, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations obtain all Consents from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the Transactions, including any such Consents required under applicable Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to avoid any Proceeding by any Governmental Authorities with respect to this Agreement or the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 Transactions and 5.5, (iv) the defending of defend or contest in good faith any suits, claims, actions, investigations or proceedingsProceeding by any third party, whether judicial or administrative, challenging this Agreement or that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, Entity and (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result parties; provided that none of the TransactionsCompany, including Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the consents referred foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in Schedules 3.5 substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and 5.5its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, (iv) the defending Stockholder Agreement, the Merger or any of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging the other transactions contemplated by this Agreement or the consummation Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any of the Transactionsother transactions contemplated by this Agreement or the Stockholder Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably take all action necessary to consummate ensure that the Merger and the other transactions contemplated by, by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to fully carry out minimize the purposes of, effect of such statute or regulation on this Agreement, the Stockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed to require HL Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockrespective Subsidiaries.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to Company and Parent will use its commercially reasonable efforts 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 this Agreement and applicable Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement in the most expeditious manner practicable after the date of this Agreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Company and Parent agrees to make effective, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined below) with respect to the transactions contemplated hereby as promptly as practicable after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to use its commercially reasonable efforts to Company, Sub and Parent shall take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under Law to consummate the Transactions contemplated by this Agreement, including (i) making as promptly as practicable any required filings with any Governmental Authority or other third party and furnishing all information reasonably required in connection with such filings, (ii) using commercially reasonable efforts to assist and cooperate cause the expiration of any applicable waiting periods, (iii) obtain any material consent, authorization or approval of any private third Person required to be obtained by Parent, Sub or the Company or any of their respective Subsidiaries in connection with the Transactions contemplated by this Agreement, (iv) using commercially reasonable efforts to prevent the entry of any judgment, injunction, order or decree that would prohibit the consummation of the Offer or the Merger and (v) taking any other parties in doing, all things reasonably actions by or with respect to any Governmental Authority or other third party that are necessary, proper or advisable to consummate and make effectivethe Transactions contemplated by this Agreement. In addition to the foregoing, in neither Parent or Sub, on the most expeditious manner practicableone hand, nor the TransactionsCompany, including using commercially reasonable efforts on the other hand, shall take any action, or fail to accomplish the following: take any action, that is intended to, or has (ior would reasonably be expected to have) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfiedeffect of, (ii) the obtaining of such reasonably necessary actionspreventing, waiversimpairing, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation delaying or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or otherwise adversely affecting the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL Offer or the Company to agree to any divestiture by itself Merger or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them such party to conduct their business or to own or exercise control of such assetsfully perform its obligations under this Agreement, properties and stockexcept as expressly provided by this Agreement.

Commercially Reasonable Efforts. Upon Except in circumstances in which the terms and duties of the parties hereto under this Agreement are specifically described herein, subject to the conditions set forth in this Agreementapplicable Law, each of the Parties agrees to parties shall act in good faith and 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 reasonably necessary, proper or advisable to consummate the Transactions at the earliest practicable date. In furtherance and not in limitation of the foregoing, (a) to the extent required of a party hereto pursuant to the HSR Act, such party shall make effective, an appropriate filing (together with the payment of any required fees) of a Notification and Report Form with respect to the Transactions as promptly as practicable (and in any event within ten (10) Business Days of the most expeditious manner practicable, date hereof provided that all necessary information required from any other party for such filing is timely provided) and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Transactions, including using HSR Act and use its commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts take, or cause to be taken, all other actions consistent with this Section necessary to cause the conditions precedent set forth expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (b) except in Article IX circumstances in which the duties of the parties hereto under this Agreement are specifically described herein, the parties shall, and shall cause their respective Affiliates to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, use their respective commercially reasonable efforts to obtain all other consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary waivers, licenses, permits, authorizations, registrations, declarations qualifications or other permissions by, and filings (including registrationsgive all necessary notices to, declarations and make all filings with and applications and submissions to, any other Governmental Entities, if any) and Authority or other Person required for such party to consummate the taking Transactions as promptly as reasonably practicable. The parties shall each keep each other reasonably apprised of such reasonable steps as may be reasonably necessary the status of material matters relating to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result completion of the Transactions. Each of the Investors and the Company shall, in connection with the efforts referenced above in this Section to obtain all requisite approvals and authorizations for the Transactions, use its commercially reasonable efforts to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party. Except as expressly set forth elsewhere in this Agreement, including without limitation the consents referred obligation to in Schedules 3.5 pay required fees pursuant to the HSR Act as required by this Section and 5.5Section 5.11, under no circumstances shall the Investors be required to take any action that would materially and adversely affect the Investors, pay any amounts (iv) other than the defending payment of routine and immaterial filing fees and expenses and fees of counsel), make any financial accommodations, dispose of any suitsassets or agree to do any of the foregoing with respect to consents, claimsapprovals, actionswaivers, investigations licenses, permits, authorizations, registrations, qualifications or proceedingsother permissions, whether judicial filings, applications or administrativesubmissions required to be obtained by the Company. Notwithstanding anything to the contrary contained herein, challenging this Agreement neither the Investors nor their Affiliates will be required or obligated to commence any litigation or divest or hold separate any business or assets in connection with the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to Company and Parent shall use its their commercially reasonable efforts 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 Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents to consummate the transactions contemplated hereby, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consentsdefending any actions, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial proceedings threatened or administrative, challenging commenced by any Governmental Authority relating to the transactions contemplated by this Agreement or the consummation of the TransactionsAgreement, including seeking to have any stay or stay, temporary restraining order or preliminary injunction entered by any court or other Governmental Entity Authority vacated or reversed, and (viv) cooperating to the execution or delivery of any additional instruments reasonably necessary extent reasonable with the other parties hereto in their efforts to consummate the transactions contemplated by, and to fully carry out the purposes of, comply with their obligations under this Agreement. Notwithstanding anything herein In the event that the other parties to any Real Property Lease conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the contrarypayment of a consent fee, nothing in this Agreement “profit sharing” payment or other consideration, including increased rent payments or other payments under the Real Property Lease, any such payment shall be deemed to require HL or be the responsibility of Parent for all purposes of and under this Agreement. Each of Parent and the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or will coordinate and cooperate fully with each other in exchanging between outside counsel such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any business, assets or property, or the imposition of waiting periods associated with any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockRequired Governmental Authorizations.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable Law, each of the Parties agrees to parties shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all appropriate 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 to consummate and make effective, in effective the most expeditious manner transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the Transactionsparties shall, including using and shall cause their respective subsidiaries, and use commercially reasonable efforts to accomplish the following: cause their directors, officers, employees, agents, attorneys, accountants and representatives (and their respective subsidiaries' directors, officers, employees, agents, attorneys, accountants and representatives), to (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, obtain all consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary waivers, licenses, permits, authorizations, registrations, declarations qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Government entity (including registrations, declarations and filings promptly filing with Governmental Entities, if anythe United States Federal Trade Commission (the "FTC") and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result Antitrust Division of the Transactions, including United States Department of Justice (the consents referred "Department of Justice") pursuant to the HSR Act all requisite documents and notifications in Schedules 3.5 and 5.5, (ivconnection with the transactions contemplated by this Agreement) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or other Person necessary in connection with the consummation of the Transactionstransactions contemplated by this Agreement as soon as reasonably practicable; (ii) provide all such information concerning such party, its subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the foregoing including seeking to clause (i) above; (iii) avoid the entry of, or have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedterminated, and (v) any injunction, decree, order, or judgment that would restrain, prevent, or delay the execution or delivery consummation of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementhereby. Notwithstanding anything herein to the contrary, nothing contrary in this Agreement Agreement, the Buyer shall not be deemed to require HL or the Company required to agree to any divestiture by itself the Buyer or any of its Affiliates the Sellers or any of their respective subsidiaries (A) of shares of capital stock or membership interests, or (B) of any businessof their respective businesses, assets assets, properties or propertyproduct lines, or the imposition of any material limitation on the ability of any of them to conduct their business respective businesses (including the Fastener Business) or to own or exercise control of such business, assets, properties and properties, product lines or stock.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable Law, each of the Parties agrees to hereto shall 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 reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective, in effective the most expeditious manner transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party hereto may reasonably request in order to cause any of the Transactionsconditions to such other Party’s obligation to consummate such transactions specified in Article VII to be fully satisfied. Without limiting the generality of the foregoing, including using the Parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their commercially reasonable efforts to accomplish the following: cause their respective Affiliates, employees, agents, attorneys, accountants and representatives) to consult and fully cooperate with and provide reasonable assistance to each other in (i) the taking of such reasonable acts obtaining all necessary to cause the conditions precedent Consents (including Consents set forth in Article IX on Schedule 3.2 and Schedule 3.5) or other permission or action by, and giving all necessary notices to be satisfiedand making all necessary filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid lifting any suit, claim, action, investigation permanent or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals preliminary injunction or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated or reversed, Authority (an “Injunction”) of any type referred to in Section 7.1(a) and (viii) the execution or delivery of any additional instruments reasonably necessary to consummate consummating and making effective the transactions contemplated by, hereby. Neither Buyer and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability one hand, nor Seller and its Affiliates on the other hand, shall enter into or complete any transactions that could reasonably be expected to delay, hinder or prohibit the consummation of any the transactions contemplated hereby, including causing the failure of them the closing conditions set forth in Article VII to conduct their business or to own or exercise control of such assets, properties and stockbe satisfied.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees parties hereto shall (and, to the extent subject to its control, shall cause the Ventures and their Subsidiaries 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 reasonably necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, in the most expeditious manner as promptly as practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts all actions reasonably necessary to cause the conditions precedent to the Closing set forth in Article IX III to be satisfied, (ii) taking all actions necessary to obtain the obtaining of such Required Approvals and Consents, (iii) taking all actions reasonably necessary actions, to obtain all other waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of such reasonably all other necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of such all reasonable steps as may be reasonably necessary to obtain any other approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) Authority necessary in connection with the obtaining of such material consents, approvals or waivers from third parties required as a result consummation of the Transactions, including the consents referred to in Schedules 3.5 and 5.5transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and so as to enable the Closing to occur as soon as reasonably possible, (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, by this Agreement and to fully carry out the purposes ofof this Agreement, and (vi) giving all consents and approvals required of it, whether acting for itself or in its capacity as a manager, managing member or partner of another entity, to carry out the transactions contemplated by this Agreement. Notwithstanding anything herein Each of the parties hereto hereby consents to the contrary, nothing in this Agreement shall transfers of interests and other transactions contemplated hereby to be deemed to require HL or undertaken by the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockother parties hereto.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to party will use its commercially reasonable efforts 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 this Agreement and applicable laws, rules and regulations to consummate the Merger and make effectivethe other transactions contemplated by this Agreement as promptly as practicable after the date hereof, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals and all other consents, waivers, orders, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the most expeditious manner Merger or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party agrees (i) to make, as promptly as practicable, to the Transactionsextent it has not already done so, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event within 30 business days of the date hereof) and (B) required filings with the applicable Governmental Entities under any applicable laws (including using all applicable foreign (including Bermuda), federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws”) and the Companies Act) which filings shall be made in any event within the time periods specified thereunder and (ii) in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such applicable laws or by such authorities and to use commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) expiration or termination of the obtaining applicable waiting periods under the HSR Act and the receipt of all such reasonably necessary actionsconsents, waivers, consentsorders, approvals, orders permits, rulings, authorizations and authorizations clearances under such other applicable laws or from Governmental Entities such authorities as soon as practicable. Each of Company and Parent will promptly cooperate with and furnish information to the making of other in connection with any such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated efforts by, and to fully carry out the purposes ofor requirement imposed upon, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself of them or any of its Affiliates of shares of capital stock or of any business, assets or property, or their subsidiaries in connection with the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockforegoing.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties agrees to use use, except as otherwise provided below, 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from from, and the giving of any necessary notices to, Governmental Entities Authorities and the making of such reasonably all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) ), and the taking of such reasonable steps all acts as may be reasonably necessary to avoid obtain any suit, claim, such action, investigation nonaction, waiver, consent, approval, order or proceeding by any Governmental Entityauthorization, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result lessor's estoppel certificate substantially in the form of Exhibit B hereto in accordance with the leases set forth on Section 6.03(a)(iii) of the TransactionsCompany Disclosure Letter; provided, including however, that Parent and its Subsidiary shall not be required to, and the consents referred Company and its Subsidiaries shall not, make any material payment or provide any material value, enter into any Contract (or amend any existing Contract) that is materially disadvantageous to the Company and its Subsidiary or the Parent and its Subsidiaries or otherwise take any other action that is materially adverse to the Company and its Subsidiaries or the Parent and its Subsidiaries in Schedules 3.5 order to obtain any consent, approval, amendment, waiver or estoppel certificate, unless, in the case of the Company and 5.5its Subsidiaries, Parent has provided written consent for such payment, value, Contract, amendment or other action, and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to In connection with and without limiting the contraryfirst sentence of this Section 6.03(a), nothing in this Agreement shall be deemed to require HL or each of the Company and its Board of Directors shall (x) take all action necessary (and not otherwise prohibited by this Agreement) to agree ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any divestiture by itself this Agreement, the Principal Stockholders' Agreement, the Merger or any of its Affiliates the other transactions contemplated hereby or thereby and (y) if any state takeover statute or similar statute becomes applicable to this Agreement, the Principal Stockholders' Agreement, the Merger or any of shares of capital stock the other transactions contemplated hereby or of any businessthereby, assets take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement or property, or the imposition of any material limitation by Principal Stockholders' Agreement may be consummated as promptly as practicable on the ability of any of them terms contemplated hereby or thereby and otherwise to conduct their business or to own or exercise control minimize the effect of such assetsstatute or regulation on this Agreement, properties the Principal Stockholders' Agreement, the Merger and stockthe other transactions contemplated hereby or thereby.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject conditions of this Agreement (including Section 5.4(d)), Parent and the General Partner, on the one hand, and MLP, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to the conditions set forth in this Agreement, each of the Parties agrees to use its use) commercially reasonable efforts to (i) 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 doingall things, all things reasonably necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date (as defined herein)) and to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated hereby, including using commercially reasonable efforts preparing and filing promptly and fully all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfiedincluding any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the obtaining of such reasonably necessary actions, waiversOutside Date) all approvals, consents, approvalsclearances, orders and authorizations from Governmental Entities and the making expirations or terminations of such reasonably necessary waiting periods, registrations, declarations permits, authorizations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by other confirmations from any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) the obtaining of such material consents, approvals defend any lawsuits or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation transactions contemplated hereby or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary parties to consummate the transactions contemplated byhereby, and to fully carry out the purposes of(iv) obtain all necessary consents, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL approvals or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockwaivers from third parties.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to will use its commercially reasonable efforts in good faith 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 Parties in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such all commercially reasonable acts necessary to cause the conditions precedent set forth in Article IX to the Closing to be satisfied, (ii) the obtaining of such reasonably necessary actionsall legally required approvals or consents from FINRA or any United States, waiversforeign, consentsnational, approvalsfederal, orders and authorizations from state, provincial, municipal, county, regional or local governmental or quasi-governmental or regulatory authority (including FINRA, the SEC, a national securities exchange or other self-regulatory organization), any political subdivision, agency, commission, authority, department, division or instrumentality thereof, any court, arbitral tribunal, arbitrator or other dispute mediator, or any other similar domestic or foreign entity (collectively, a “Governmental Entities Entity”), and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such all reasonable steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, FINRA or any Governmental Entity, and (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 execution and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each Party shall also refrain from taking, directly or indirectly, any action contrary or inconsistent with the provisions of this Agreement, including action that would impair such Party’s ability to consummate the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall require, or be deemed construed to require HL or the Company any Party to agree to, (i) sell, hold, divest, discontinue or limit any assets, businesses or interests; (ii) take any action that could reasonably be expected to any divestiture by itself or any of its Affiliates of shares of capital stock or of any businessresult in a material adverse effect on Manorhaven, assets or propertytaken as a whole, or the imposition incurrence of a material liability by the Seller or their affiliates; (iii) make any material limitation on modification or waiver of the ability terms and conditions of this Agreement; or (iv) commence, prosecute, defend or settle any of them to conduct their business or to own or exercise control of such assets, properties and stocklegal proceeding.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties ProLogis and Catellus agrees to use its commercially reasonable efforts 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 to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of such all reasonable acts steps as may be necessary to cause the conditions precedent set forth in Article IX to be satisfiedobtain an approval, waiver or exemption from any Governmental Entity, (ii) the obtaining of such reasonably all necessary actions, waivers, consents, approvals, orders waivers or exemption from non-governmental third parties; and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 execution and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement (including such agreements as may be reasonably necessary or desirable to minimize any excise Taxes pursuant to Section 280G of the Code). Notwithstanding anything herein In addition, each of ProLogis and Catellus agrees to use their commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the contraryMerger, nothing in this Agreement shall be deemed to require HL or the Company transactions contemplated by this Agreement, including seeking to agree to have any divestiture by itself or any of its Affiliates of shares of capital stock or of any businessstay, assets or propertytemporary restraining order, injunction, or the imposition of any material limitation on restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of them this Agreement, the proper officers and directors of Catellus and ProLogis shall take all such necessary action. From the date of this Agreement through the Effective Time, ProLogis and Catellus shall timely file, or cause to conduct their business or be filed, with the SEC all SEC Documents required to own or exercise control of such assets, properties and stockbe so filed.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, Entity and (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result parties; provided that none of the TransactionsCompany, including Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the consents referred foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in Schedules 3.5 substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and 5.5its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, (iv) the defending Stockholder Agreement, the Merger or any of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging the other transactions contemplated by this Agreement or the consummation Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any of the Transactionsother transactions contemplated by this Agreement or the Stockholder Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably take all action necessary to consummate ensure that the Merger and the other transactions contemplated by, by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to fully carry out minimize the purposes of, effect of such statute or regulation on this Agreement, the Stockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed to require HL Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, its Subsidiaries or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockCompany.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.3 and Section 5.4(d)), each of Oak Valley and the Parties agrees Oak Valley Subsidiaries, on the one hand, and Earthstone, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use use) its commercially reasonable efforts to (i) 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 doingall things, all things reasonably necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated hereby, including using commercially reasonable efforts preparing and filing promptly and fully all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfiedincluding any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the obtaining of such reasonably necessary actions, waiversOutside Date) all approvals, consents, approvalsclearances, orders and authorizations from Governmental Entities and the making expirations or terminations of such reasonably necessary waiting periods, registrations, declarations permits, authorizations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by other confirmations from any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) the obtaining of such material consents, approvals defend any lawsuits or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby and (iv) obtain all necessary consents, including seeking to have any stay approvals or temporary restraining order entered by any court or other Governmental Entity vacated or reversedwaivers from third parties. For purposes of this Agreement, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and (v) all other Applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the execution purpose or delivery effect of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL monopolization or the Company to agree to any divestiture by itself restraint of trade or any lessening of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockcompetition.

Commercially Reasonable Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of the Parties 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 reasonably necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effectiveeffective the Merger as promptly as practicable including, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking preparation and filing of such reasonable acts necessary to cause the conditions precedent set forth in Article IX all forms, registrations and notices required to be satisfied, (ii) filed to consummate the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) Merger and the taking of such reasonable steps actions as may be reasonably are necessary to avoid obtain any suitrequisite approvals, claimconsents, actionorders, investigation exemptions or proceeding waivers by any third party or Governmental Entity, including the HSR Compliance and (iiiii) the obtaining of such material consents, approvals or waivers from third parties required as a result satisfaction of the Transactionsother parties' conditions to Closing. Notwithstanding any other provision of this Agreement, including neither the consents referred Company nor any of its Subsidiaries shall be entitled to in Schedules 3.5 and 5.5, (ivnor shall the Parent or any of its Subsidiaries be required to) divest or hold separate or otherwise take or commit to take any action that limits the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement Parent's or the consummation Surviving Corporation's freedom of action with respect to, or ability to retain, the Parent or any of its Subsidiaries or the Company or any of its Subsidiaries or any material portions thereof or any of the Transactionsbusinesses, including seeking to have product lines, properties or assets of the Parent or any stay of its Subsidiaries or temporary restraining order entered by the Company or any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementits Subsidiaries. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed require the Parent to require HL or the Company commence Litigation to agree to remove any divestiture by itself or Restraint issued under any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockantitrust law.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to parties hereto shall 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 reasonably necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, in the most expeditious manner as promptly as practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts all actions reasonably necessary to cause the conditions precedent to the Closing set forth in Article IX III to be satisfied, (ii) the obtaining of such taking all actions reasonably necessary actions, to obtain all necessary waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of such all reasonable steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityAuthority or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, so as to enable the Closing to occur as soon as reasonably possible, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, by this Agreement and to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Stockholders Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of such all reasonable acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (iib) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation action or proceeding by any Governmental Entity, (iiic) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5parties, (ivd) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholders Agreement, or the consummation of the TransactionsMerger or the other transactions contemplated by, and to carry out the purposes of, this Agreement and the Stockholders Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ve) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholders Agreement. Notwithstanding anything herein In connection with and without limiting the foregoing, the Company and its Board of Directors shall (a) use its commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the contraryStockholders Agreement, nothing the Merger or any of the other transactions contemplated by this Agreement or the Stockholders Agreement and (b) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any other transactions contemplated by this Agreement or the Stockholders Agreement, use its commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholders Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement. Nothing in this Agreement shall be deemed to require HL Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent or its subsidiaries or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockCompany.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable (subject, however, to the first sentence of Section 8.06 and the fourth sentence of Section 9.01(a)), the TransactionsTransactions and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to the Closings to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityAuthority, (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5Third Parties, (iv) the defending execution and delivery of any suitsadditional instruments necessary to consummate the transactions contemplated by, claimsand to fully carry out the purposes of, actionsthis Agreement and (v) the use of commercially reasonable efforts (up to, investigations but not beyond, October 31, 2004) to defend any lawsuits or proceedings, other legal proceedings (whether judicial or administrative, ) challenging this Agreement or the consummation of the TransactionsTransactions or the other transactions contemplated herein, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed. In connection with and without limiting the first sentence of this Section 9.05, each of Cargill and its Board of Directors and IMC and its Board of Directors shall (vx) the execution or delivery of any additional instruments take all action reasonably necessary to consummate the transactions contemplated by, and ensure that no state takeover statute or similar statute or regulation is or becomes applicable to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to , the contraryMerger, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself Contribution or any of its Affiliates the other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger, the Contribution or any of shares of capital stock or of any businessthe other transactions contemplated by this Agreement, assets or propertytake all action reasonably necessary to ensure that the Merger, or the imposition of any material limitation Contribution and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the ability of any of them terms contemplated by this Agreement and otherwise to conduct their business or to own or exercise control minimize the effect of such assetsstatute or regulation on this Agreement, properties the Merger, the Contribution and stockthe other transactions contemplated by this Agreement.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties agrees to party shall use its commercially reasonable efforts 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 and regulations to consummate and make effective, in the most expeditious manner practicable, transactions contemplated by this Agreement as promptly as practicable after the Transactionsdate hereof, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts preparing and filing as promptly as practicable all documentation to effect all necessary SEC filings and other documents and to cause the conditions precedent set forth in Article IX obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be satisfiedobtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) the obtaining of executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably necessary actionsrequest, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of such all reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of obtain all such material consents, approvals or waivers from third parties required as a result of waivers, licenses, orders, registrations, approvals, permits and authorizations. Notwithstanding the Transactionsforegoing, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of no event shall any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to party have any stay or temporary restraining obligation, in order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and to: (i) take any action(s) that would result in Material Adverse Changes in the benefits to fully carry out the purposes of, Company on the one hand or to the Purchaser on the other of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition (ii) dispose of any material limitation on the ability assets or make any material change in its business other than as contemplated by this Agreement, or (iii) expend any material amount of funds or otherwise incur any of them to conduct their business or to own or exercise control of such assets, properties and stockmaterial burden other than those contemplated by this Agreement.

Commercially Reasonable Efforts. Upon the terms Parent and subject to the conditions set forth in this AgreementPurchaser shall, each of the Parties agrees to and shall use its their commercially reasonable efforts to cause their respective subsidiaries, to: (i) promptly, but no later than five (5) days after execution of this Agreement, make all filings and seek to obtain all authorizations (including, without limitation, all filings required under the HSR Act) required under all Applicable Laws with respect to this Agreement and the transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction) which would impair the ability of the Parties to consummate the transactions contemplated hereby; and (iii) promptly (x) take, or cause to be taken, all actions, other actions and to (y) do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things reasonably necessary, proper or advisable appropriate to satisfy the conditions set forth in Article V (unless waived) and to consummate and make effective, in effective the most expeditious manner practicable, transactions contemplated by this Agreement on the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the terms and conditions precedent set forth in Article IX to be satisfied, herein (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have remove promptly any stay or temporary restraining order entered by any court injunction or other Governmental Entity vacated or reversed, and (v) the execution or delivery legal barrier that may prevent such consummation). Purchaser shall promptly notify Seller of any additional instruments reasonably necessary communication to consummate Purchaser from any Governmental Authority in connection with any required filing with, or approval or review by, such Governmental Authority in connection with this Agreement and the transactions contemplated by, hereby and permit Seller to fully carry out the purposes of, this Agreement. Notwithstanding anything herein review in advance any proposed communication to any Governmental Authority in such connection to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture extent permitted by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockApplicable Law.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of such reasonable acts all steps as may be necessary to cause obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (except obtaining a revenue ruling that the conditions precedent set forth in Article IX to be satisfiedMerger qualifies as a tax-free reorganization), (ii) the obtaining of such reasonably all necessary actionsconsents, approvals or waivers, consentsand any necessary or appropriate financing arrangements, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entitythird parties, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing contrary in this Agreement Agreement, neither Halis nor HealthWatch shall be deemed required to require HL hold separate (including by trust or the Company to agree to any divestiture by itself otherwise) or divest any of its Affiliates of shares of capital stock their respective businesses or of any business, assets or propertyassets, or enter into any consent decree or other agreement that would restrict either Halis or HealthWatch in the imposition conduct of any material limitation on the ability of any of them to conduct their its business or to own or exercise control of such assets, properties and stockas heretofore conducted.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees parties shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its commercially reasonable efforts use) their respective Commercially Reasonable Efforts to promptly (i) unless, with respect to any action, another standard of performance is expressly provided for herein, 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 doingall things, all things reasonably necessary, proper or advisable to cause the other party’s (with respect to Parent and Merger Sub) or parties’ (with respect to the Company) conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts preparing and filing promptly and fully all documentation to accomplish the following: (i) the taking of effect all necessary Filings, including, if applicable, requesting expedited treatment for any such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfiedFiling, (ii) the obtaining obtain all Consents, Permits, expirations or terminations of such reasonably necessary actions, waivers, consents, approvals, orders waiting periods and authorizations other confirmations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority or other Person necessary, proper or advisable to consummate the Transactions and continue the businesses of the Company and its Subsidiaries uninterrupted as currently conducted, (iii) the obtaining of such material consentsobtain any Consents or make any Filings that are required by any Governmental Authority for or in connection with any Permit, approvals Water Right, bond or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5other financial surety, (iv) execute and deliver any additional instruments necessary to consummate the defending Transactions and (v) avoid, defend or contest (A) any Legal Action brought by a Governmental Authority or other Person or (B) entry of any suitsLaw or Order that would, claimsin each case, actionsprevent or materially impede, investigations interfere with, hinder or proceedings, whether judicial or administrative, challenging this Agreement or delay the consummation of the Transactions. In connection with the foregoing and to the extent not prohibited by applicable Law, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedthe Company will provide Parent, and (v) Parent will provide the execution or delivery Company, with copies of any additional instruments reasonably necessary to consummate the transactions contemplated bymaterial correspondence, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL Filing or the Company to agree to any divestiture by itself communication between such party or any of its Affiliates of shares of capital stock or of any businessRepresentatives, assets or property, or the imposition of any material limitation on the ability of one hand, and any of them Governmental Entity, on the other hand, with respect to conduct their business this Agreement and the Transactions, promptly after receipt or submission thereof, other than “Item 4(c) and 4(d) documents” submitted with a party’s Notification and Report Form filing pursuant to own the HSR Act; notwithstanding the foregoing, in no instance shall either party be required to provide valuation information to the other party or exercise control of such assets, properties and stockits Representatives.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Exhibit A and Article IX VII to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including any acts, actions, nonactions, waivers, consents, approvals and steps in respect of Chapter 80B of the Minnesota Statutes), and (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result parties; provided that none of the TransactionsCompany, including Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the consents referred foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the transactions contemplated by this Agreement and any similar filings in Schedules 3.5 other jurisdictions that counsel for Parent reasonably deems necessary, in each case as promptly as practicable after the date of this Agreement. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and 5.5any similar filings in other jurisdictions, to request early termination of the waiting period required by the HSR Act and the laws of any other jurisdiction where an antitrust notification is made, and, if requested, to promptly amend or furnish additional information thereunder. Each of Parent and the Company agrees that, during the term of this Agreement, it will not withdraw its filing under the HSR Act or any other similar filings in other jurisdictions without the written consent of the other party. The parties agree to cooperate and to use their respective reasonable commercial efforts to respond to any requests for information from a Governmental Entity as promptly as practicable. Each party shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties hereto informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iii) promptly inform the other parties hereto of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement and (iv) subject to the defending terms of Section 6.02, use commercially reasonable efforts to furnish to each other all information required for any suitsfiling, claimsform, actionsdeclaration, investigations notification, registration and notice, other than confidential or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking proprietary information not directly related to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein The parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any request or additional request for additional information or documentary material pursuant to Section 7A(e) of the contraryHSR Act or in connection with any other legal investigation, nothing action or proceeding. Each party shall use commercially reasonable efforts to comply promptly with a Request for Additional Information pursuant to 15 U.S.C. Section 18a(e)(1). The Company and its Board of Directors shall (1) use commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Offer, 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 Offer, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require HL Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockrespective Subsidiaries.

Commercially Reasonable Efforts. (g) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.08), each of the Parties agrees to parties hereto shall, and shall cause its Subsidiaries 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 reasonably necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of such reasonable acts all steps as may be necessary to cause the conditions precedent set forth in Article IX obtain an approval or waiver from, or to be satisfiedavoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of such reasonably all necessary actionsconsents or waivers from third parties, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 execution and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byOffer, the Merger and to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the contraryother in the taking of the actions contemplated by clauses (i), nothing (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in this Agreement order to effectuate the taking of such actions. Each party hereto shall be deemed to require HL promptly inform the other party or parties hereto, as the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any businesscase may be, assets or property, or the imposition of any material limitation on communication from any Governmental Entity regarding any of the ability transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of them the other (such consent not to conduct their business be unreasonably withheld or to own or exercise control of such assets, properties and stockdelayed).

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the Parties agrees to Company, Parent and Merger Sub shall cooperate with and assist each other, and shall use its their commercially reasonable efforts efforts, to promptly (i) 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 Law to consummate the Transactions as soon as practicable, including satisfaction (but not waiver) of the conditions precedent set forth in Article VII, as well as preparing and filing as promptly as practicable all documentation required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Government Authority, that are necessary, proper or advisable to consummate the Merger and make effective, other Transactions in the most expeditious manner practicable, but in any event before the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityTermination Date, (iii) notify the obtaining other party of any communication (whether written or oral) from any Government Authority, providing the other party with copies of all such material consentswritten communications, approvals or waivers from third parties required as a result without delay, to the extent only that to do so is not legally prohibited and would not entail the disclosure of commercially sensitive information, and keeping the other party regularly and reasonably informed of the Transactions, including the consents referred to progress of any notification or filing and providing such assistance as may reasonably be required in Schedules 3.5 and 5.5relation thereto, (iv) provide reasonable assistance to the defending of relevant applicant in responding to any suitsrequest for information from any Government Authority promptly and in any event in accordance with any relevant time limit, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) consult with, and taking into account the execution views of the other party as to the mode, content and timing of all material communications (whether made orally or delivery in writing) with any Government Authority, (vi) give the other party a reasonable opportunity to comment on drafts of such material communications and to participate in telephone calls and meetings with any such Government Authority (save to the extent that such Government Authority expressly requests that the other party should not participate in such meetings or telephone calls); and (vii) provide the other party with copies of all filings made by such party with any Government Authority or any other information supplied by such party to a Government Authority in connection with the Transactions (with the exception of the filings submitted under the HSR Act); provided, however the provisions of this Section 6.3(a) shall not apply to any discussions, negotiations, communications or agreements between the Parent and any Government Authority or third party in respect of any additional instruments reasonably necessary license, sale, divestiture or disposals under Section 6.3(b) for which the Parent shall, subject to consummate the transactions contemplated byrequirements of the foregoing, have the sole right to devise and implement strategy and lead all meetings and communications with any Government Authority or third party, and shall keep the Company reasonably updated of the progress of any such discussions, communications and agreements. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to fully carry out be exchanged in connection with this Section 6.3(a) as “outside-counsel only.” Any such materials, as well as the purposes ofinformation contained therein, this Agreementshall be provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself Parent or any of its Affiliates of shares of capital stock to incur any material out-of-pocket expense other than Parent’s own legal fees and related out-of-pocket expenses or of any business, assets or propertyas specifically required by this Agreement, or the imposition of change any material limitation on the ability of terms to any Contract to which Parent or any of them its Affiliates is a party in order to conduct their business obtain any consent or cause any condition precedent to own or exercise control of such assets, properties and stockbe satisfied.

Commercially Reasonable Efforts. Upon the terms and conditions set ------------------------------- forth herein, subject to the conditions set forth in this Agreementfiduciary responsibilities, each of the Parties Company, Parent and Newco agrees to use its commercially reasonable efforts to cause the purchase of Shares pursuant to the Offer and the consummation of the Merger to occur as soon as reasonably possible. Without limiting the foregoing, (i) each of the Company, Parent and Newco agree to use its commercially reasonable efforts to take, or cause to be taken, all actionsactions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Offer and the Merger, and to do(ii) each of the Company, or cause to be doneParent and Newco shall, and to assist and cooperate with the other parties in doingshall cause its Subsidiaries to, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using use its commercially reasonable efforts to accomplish obtain (and shall reasonably cooperate with each other in obtaining) (a) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Newco, the following: (i) Company or any of their Subsidiaries in connection with the Offer and the Merger or the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, any action contemplated by this Agreement and (iib) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably financing necessary to consummate the transactions contemplated by, Offer and the Merger on terms and conditions satisfactorily to fully carry out the purposes of, this AgreementParent. Notwithstanding anything herein to the contrary, nothing contrary contained in this Agreement shall Agreement, in connection with any filing or submission required or action to be deemed taken by Parent, the Company or any of Company Subsidiaries to require HL consummate the Offer, the Merger or the other transactions contemplated in this Agreement, the Company to agree shall not, without Parent's prior written consent, commit to any divestiture by itself of assets or businesses of the Company and Company Subsidiaries if such divested assets and/or businesses are Material to the assets or profitability of the Company and Company Subsidiaries taken as a whole; and neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take or commit to take any action that limits ability to retain, the Company or any of the businesses, product lines or assets of Parent or any of its Affiliates of shares of capital stock Subsidiaries or of any business, assets or property, or the imposition of any material limitation that would have a Material Adverse Effect on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockParent.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall each of the Parties agrees to use its their commercially reasonable efforts to promptly, unless prohibited by Law (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, transactions contemplated by this Agreement; (ii) the obtaining of such reasonably necessary obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Entities performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactionsfilings, including providing copies of all such filings and attachments to outside counsel for the consents referred to in Schedules 3.5 and 5.5, non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the defending transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any suitsmaterial communication received by such party from, claimsor given by such party to, actionsany Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, investigations in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, transactions contemplated hereby; and (vviii) the execution or delivery of execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein No parties to the contrary, nothing in this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be deemed unreasonably withheld. Notwithstanding anything set forth in this Section 6.8(a), Parent shall not be required to require HL take any action, including entering into any consent and decree, hold separate orders or other arrangements that (i) requires the divestiture of any assets of any of Sub, Parent or the Company to agree to any divestiture by itself or any of their respective Subsidiaries, or (ii) limits Parent’s freedom of action with respect to its Affiliates ability to retain the Company and its Subsidiaries or any portion thereof or any of shares of capital stock Parent’s or of any business, its Affiliates’ other assets or propertybusiness. Notwithstanding the foregoing, none of the Company, Parent or Sub shall be obligated to use its commercially reasonable efforts or take any action pursuant to this Section 6.8(a) if in the opinion of its board of directors after consultation with its outside counsel such actions would be inconsistent with the directors’ fiduciary duties to their respective shareholders under, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assetsotherwise violate, properties and stockapplicable Law.

Commercially Reasonable Efforts. Upon the terms (a) The Purchaser and subject to the conditions set forth Sellers shall act in this Agreement, each of the Parties agrees to good faith and use its commercially their respective reasonable best 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 reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner transactions contemplated hereby as soon as practicable. Without limiting the foregoing, the Transactions, including using commercially Purchaser and Sellers shall use their reasonable best efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, obtain all consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary waivers, licenses, permits, authorizations, registrations, declarations qualifications or other permissions or actions by, and filings (including registrationsgive all necessary notices to, declarations and make all filings with Governmental Entitiesand applications and submissions to, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals Authority or waivers from third parties required as a result of the Transactions, including the consents referred to Persons necessary in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or connection with the consummation of the Transactionstransactions contemplated hereby as soon as reasonably practicable; (ii) provide all relevant information as may be necessary or reasonably requested in connection with any of the foregoing; and (iii) avoid the entry of, including seeking to or have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedterminated, and (v) any injunction, decree, order, or judgment that would restrain, prevent, or delay the execution or delivery consummation of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and including but not limited to fully carry out defending through litigation on the purposes merits any claim asserted in any court by any person so as to enable the consummation of such transactions to occur as expeditiously as possible, including, with respect to the Purchaser, the taking by the Purchaser of all such actions, as may be required in order to avoid the entry of, this Agreement. Notwithstanding anything herein or to effect the contrarydissolution of, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any businessinjunction, assets or propertytemporary restraining order, or other order in any suit or proceeding, which would otherwise have the imposition effect of any material limitation on preventing or materially delaying the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockClosing.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to Company, Parent and Purchaser will use its commercially reasonable efforts 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 this Agreement and applicable Laws and regulations to consummate the Offer, the Merger and make effective, the other Transactions contemplated by this Agreement in the most expeditious manner practicable, practicable after the Transactionsdate of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to cause the conditions precedent set forth in Article IX obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be satisfiedobtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other Transactions contemplated by this Agreement and (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such all reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of obtain all such material consents, approvals or waivers from third parties required as a result clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. Parent and Purchaser hereby agree that, provided all other terms of the Transactions, including the consents referred to referenced in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation Section 6.3 of the TransactionsCompany Disclosure Letter are reasonably acceptable, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery terms set forth on Section 6.3 of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement Company Disclosure Letter shall be deemed to require HL or be reasonably acceptable as part of the Company terms of the referenced consents. Each of the Company, on the one hand, and Parent and Purchaser, on the other hand, shall not, and shall use their reasonable best efforts to agree to cause their respective Subsidiaries not to, take any divestiture by itself or action that would result in (A) any of its Affiliates the representations and warranties of shares such party set forth in this Agreement that are qualified as to materiality becoming untrue, (B) any of capital stock or of any business, assets or property, or the imposition of such representations and warranties that are not so qualified becoming untrue in any material limitation on the ability of respect or (C) any of them the conditions to conduct their business the Offer set forth in Annex I or to own or exercise control of such assets, properties and stockthe Merger set forth in Article VII not being satisfied.

Commercially Reasonable Efforts. Upon Subject to the express provisions ------------------------------- of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking causing of such reasonable acts necessary to cause the conditions precedent set forth in Article IX VI to be satisfied, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactionsparties, including the consents referred to in Schedules 3.5 and 5.5all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein In connection with and without limiting the foregoing, subject to the contraryother terms and conditions hereof, nothing in Oplink and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any businessthe transactions contemplated by this Agreement, assets or property, or use commercially reasonable efforts to ensure that the imposition of any material limitation Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the ability of any of them terms contemplated by this Agreement and otherwise to conduct their business or to own or exercise control minimize the effect of such assetsLegal Requirement on the Merger, properties this Agreement and stockthe transactions contemplated hereby.

Commercially Reasonable Efforts. Upon WSB will (and will cause the WSB Subsidiaries to) use its commercially reasonable efforts to obtain and to assist Umpqua in obtaining all necessary approvals, consents and orders, including but not limited to approval of the FDIC, FRB, the Oregon Director and California Commissioner, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and subject to the conditions set forth in this Agreement, WSB shall cooperate with Umpqua and use (and shall cause each of the Parties agrees WSB Subsidiary to use its commercially use) reasonable best efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective, in effective the most expeditious manner Mergers and the other transactions contemplated by this Agreement as soon as practicable, the Transactionsincluding preparing and filing as promptly as practicable all documentation to effect all necessary notices, including using commercially reasonable efforts reports and other filings and to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfiedobtain as promptly as practicable all consents, (ii) the obtaining of such reasonably necessary actions, waivers, consentsregistrations, approvals, orders permits and authorizations necessary or advisable to be obtained from Governmental Entities any third party and/or any governmental entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, WSB shall provide Umpqua an opportunity to review in advance, and to the extent practicable will consult with Umpqua and consider in good faith the views of Umpqua in connection with, all of the information relating to Umpqua and Umpqua Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the Mergers and the making of other transactions contemplated by this Agreement. In exercising the foregoing rights, WSB shall act reasonably and as promptly as practicable. WSB shall, upon request by Umpqua, furnish Umpqua with all information concerning itself, the WSB Subsidiaries, directors, officers and stockholders and such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps other matters as may be reasonably necessary to avoid or advisable in connection with any suitstatement, claimfiling, actionnotice or application made by or on behalf of WSB, investigation Umpqua or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including Umpqua Subsidiaries or WSB Subsidiaries to any third party and/or any governmental entity in connection with the consents referred to in Schedules 3.5 Mergers and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein Subject to applicable law, WSB shall keep Umpqua apprised of the contrarystatus of matters relating to completion of the transactions contemplated hereby, nothing in this Agreement shall be deemed to require HL including promptly furnishing Umpqua with copies of notices or the Company to agree to any divestiture other communications received by itself WSB or any of its Affiliates of shares of capital stock or of WSB Subsidiary, from any business, assets or property, or the imposition of third party and/or any material limitation on the ability of any of them governmental entity with respect to conduct their business or to own or exercise control of such assets, properties and stocktransactions.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the followingincluding: (i) the taking of such reasonable acts obtaining all necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such all reasonable steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including those in connection with State Takeover Approvals), (iiiii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedparties, and (viii) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein No party to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree consent to any divestiture by itself or any voluntary delay of its Affiliates the consummation of shares of capital stock or the Merger at the behest of any businessGovernmental Entity without the consent of the other parties to this Agreement, assets which consent shall not be unreasonably withheld, conditioned or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdelayed.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties parties hereto agrees to use its commercially reasonable efforts 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 to consummate and make effective, in effective the most expeditious manner practicable, the Transactions, including using transactions contemplated by this Agreement and shall use commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, promptly obtain all waivers, consents, approvals, orders Permits and authorizations from Governmental Entities and Consents which are in the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result opinion of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement Seller or the consummation of the Transactions, including seeking to have any stay Purchaser necessary or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate desirable in connection with the transactions contemplated byby this Agreement, including filings to the extent required under any applicable competition laws, whether state, national or international (including without limitation, under the HSR Act and the European Commission Directorate-General for Competition Law). In seeking to obtain such waivers, Permits and Consents which are required under the HSR Act or any other applicable competition law, the parties hereto will consult and cooperate with one another, and to fully carry out consider in good faith the purposes ofviews of one another, this Agreement. Notwithstanding anything herein in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the contraryHSR Act or any other applicable competition law; provided, nothing in this Agreement however, that (x) the Purchaser shall be deemed entitled to require HL direct any such proceedings or negotiations related to any of the Company foregoing and (y) the Purchaser shall not be required to agree to any divestiture condition, restriction or undertaking required to obtain such waiver, Permit or Consent. The Purchaser and the Seller may, as each deems advisable and as is reasonable, designate any competitively sensitive information provided to the other under this Section 5.6(a) as "outside counsel only," in which case such material and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by itself such outside counsel to the employees, officers or any directors of its Affiliates the recipient unless express permission is obtained in advance from the source of shares of capital stock or of any business, assets or property, the materials (the Purchaser or the imposition of any material limitation on Seller, as the ability of any of them to conduct their business case may be) or to own or exercise control of such assets, properties and stockits outside legal counsel.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, or as otherwise required by Section 6.3(c) each of the Parties agrees parties hereto shall use (and cause its Affiliates to use use) its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, 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 effective the most expeditious manner practicable, Merger and the Transactionsother transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts obtaining all necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actionsactions or nonactions, waivers, consents, consents and approvals, orders including the Company Approvals and authorizations the Parent Approvals, from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of such material all necessary consents, approvals or waivers from third parties, including Third Party Consents, and all consents, approvals and waivers from third parties required as a result reasonably requested by Parent to be obtained in respect of the TransactionsCompany Material Contracts in connection with the Merger, including this Agreement or the consents referred to in Schedules 3.5 and 5.5transactions contemplated by this Agreement, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered Merger and the other transactions contemplated by any court or other Governmental Entity vacated or reversedthis Agreement, and (viv) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein ; provided, however, that prior to the contrary, nothing Effective Time in this Agreement no event shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates Affiliates, absent the prior written consent of shares of capital stock Parent (such consent not to be unreasonably withheld, conditioned or of any businessdelayed), assets pay or property, or the imposition of commit to pay any material limitation on fee, material penalties or other material consideration to any landlord or other third party to obtain any consent, approval or waiver required for the ability consummation of the Merger under any of them to conduct their business real estate leases or to own or exercise control of such assets, properties and stockCompany Material Contracts.

Commercially Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 and Section 5.6(d) hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the Parties parties agrees to use its all 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such all commercially reasonable acts necessary to cause the conditions precedent set forth in Article IX VI to be satisfied, (ii) the obtaining of such reasonably all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental Entities, if any) and the taking of such all commercially reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking (iv) the obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to have be obtained in connection with the Transaction under any stay Contracts or temporary restraining order entered by leases, provided, however, that in no event shall the Company or any court of its Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other Governmental Entity vacated consideration to any person to obtain any such consent, approval or reversedwaiver other than de minimus amounts or amounts that are advanced by Parent, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that in no event shall this Section 5.6(c) require Parent to take any action that is reasonably likely to materially and adversely affect the benefits expected to be derived by Parent or its affiliates (other than Merger Sub) as a result of the transactions contemplated hereby or would be reasonably expected to materially and adversely affect Parent or its affiliates (other than Merger Sub) following the consummation of the Merger. Notwithstanding anything herein In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar applicable Law is or becomes applicable to the contraryMerger, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any businessthe transactions contemplated by this Agreement, assets or property, or use all commercially reasonable efforts to ensure that the imposition of any material limitation Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the ability of any of them terms contemplated by this Agreement and otherwise to conduct their business or to own or exercise control minimize the effect of such assetsLaw on the Merger, properties this Agreement and stockthe transactions contemplated hereby.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the Parties agrees to parties hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause all conditions to the conditions precedent set forth in Article IX obligations of the other parties hereto to be satisfied, (ii) to cause the obtaining of such reasonably Acquisition to occur, to obtain all necessary actions, waivers, consents, approvals, orders approvals and authorizations from Governmental Entities other documents required to be delivered hereunder and the making of such reasonably to effect all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid remove any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reverseddelays, and (v) the execution legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate and make effective the transactions contemplated by, and by this Agreement for the purpose of securing to fully carry out the purposes of, parties hereto the benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that no party shall be deemed required to require HL or agree (and the Company shall not agree without the prior consent of Parent) to agree to (a) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of its Affiliates of shares of capital stock or of any businessof its businesses, assets or propertyproperties, its subsidiaries or affiliates, (b) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or affiliates or the Company to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company, or (c) the imposition of any impediment on Parent, its Subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (a), properties (b) or (c), an “Action of Divestiture”). Nothing herein shall require Parent or permit any Acquired Entity (without the prior consent of Parent) to litigate with any Governmental Entity. Nothing in this Agreement shall require Parent or permit any Acquired Entity (without the prior consent of Parent) to pay any consideration or agree to any modifications of existing Contracts or entry into new Contracts (other than the payment of customary filing and stockapplication fees) in connection with obtaining any waivers, consents, approvals from Governmental Entities or other Persons in connection with this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, except as disclosed in Section 5.1(c) of the Disclosure Schedule.

Commercially Reasonable Efforts. Upon Subject to the express provisions of Sections 4.1, 4.2, 5.2 and 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the Parties 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 reasonably necessary, proper or advisable in accordance with applicable Legal Requirements to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking causing of such reasonable acts necessary to cause the conditions precedent set forth in Article IX VI to be satisfied, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, permits, orders and authorizations from Governmental Entities and the making of such reasonably all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityEntity and to prevent any Material Adverse Effect of such party from occurring prior to the Effective Time of Merger I, (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactionsparties, including the consents referred to in Schedules 3.5 and 5.5all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein In connection with and without limiting the foregoing, subject to the contraryother terms and conditions hereof, nothing in each of the Company and Parent, and their respective Boards of Directors, shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Transaction, this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any businessthe transactions contemplated by this Agreement, assets or property, or use reasonable best efforts to ensure that the imposition of any material limitation Transaction and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the ability of any of them terms contemplated by this Agreement and otherwise to conduct their business or to own or exercise control minimize the effect of such assetsLegal Requirement on the Transaction, properties this Agreement and stockthe transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 7.09), each of the Parties agrees to parties hereto will, and Parent will cause its Subsidiaries, including Merger Sub, 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 reasonably necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actionsall permits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and (ii) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein The Target and Parent will, and Parent will cause its Subsidiaries, including Merger Sub, to, subject to applicable Law, promptly (y) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i) and (ii) immediately above and (z) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. If the Target or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the contrarytransactions contemplated by this Agreement, nothing in this Agreement shall be deemed then it will use commercially reasonable efforts to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or propertymake, or cause to be made, as soon as reasonably practicable and after consultation with the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of other party, an appropriate response in compliance with such assetsrequest, properties and stock.and,

Commercially Reasonable Efforts. Upon Umpqua will (and will cause the Umpqua Subsidiaries to) use commercially reasonable efforts to obtain, and to assist NBB in obtaining, all necessary approvals, consents and orders, including but not limited to approvals of the FRB, FDIC, the Oregon Director and the California Commissioner, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and subject to the conditions set forth in this Agreement, Umpqua shall cooperate with NBB and use (and shall cause each of the Parties agrees Umpqua Subsidiary to use its commercially use) reasonable best efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective, in effective the most expeditious manner Mergers and the other transactions contemplated by this Agreement as soon as practicable, the Transactionsincluding preparing and filing as promptly as practicable all documentation to effect all necessary notices, including using commercially reasonable efforts reports and other filings and to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfiedobtain as promptly as practicable all consents, (ii) the obtaining of such reasonably necessary actions, waivers, consentsregistrations, approvals, orders permits and authorizations necessary or advisable to be obtained from Governmental Entities any third party and/or any governmental entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, Umpqua shall provide NBB an opportunity to review in advance, and to the extent practicable will consult with NBB and consider in good faith the views of NBB in connection with, all of the information relating to XXX xxx XXX Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the Mergers and the making of other transactions contemplated by this Agreement. In exercising the foregoing rights, NBB shall act reasonably and as promptly as practicable. Umpqua shall, upon request by NBB, furnish NBB with all information concerning itself, the Umpqua Subsidiaries, directors, officers and stockholders and such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps other matters as may be reasonably necessary to avoid or advisable in connection with any suitstatement, claimfiling, actionnotice or application made by or on behalf of NBB, investigation Umpqua or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including Umpqua Subsidiaries or NBB Subsidiaries to any third party and/or any governmental entity in connection with the consents referred to in Schedules 3.5 Mergers and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein Subject to applicable law, Umpqua shall keep NBB apprised of the contrarystatus of matters relating to completion of the transactions contemplated hereby, nothing in this Agreement shall be deemed to require HL including promptly furnishing NBB with copies of notices or the Company to agree to any divestiture other communications received by itself Umpqua or any of its Affiliates of shares of capital stock or of Umpqua Subsidiary, from any business, assets or property, or the imposition of third party and/or any material limitation on the ability of any of them governmental entity with respect to conduct their business or to own or exercise control of such assets, properties and stocktransactions.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and the Parties Company 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, the Coniston Transaction (in the case of Parent) and the other transactions contemplated by this Agreement and, in the case of Parent, the Framework Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such all commercially reasonable acts necessary to cause (A) the conditions precedent set forth in Article IX VI to be satisfied, and (B) in the case of Parent, the conditions precedent applicable to Parent set forth in the Framework Agreement to be satisfied; (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and from Persons other than Governmental Entities and the making of such reasonably all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such all commercially reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of such reasonable acts all steps as may be necessary to cause the conditions precedent set forth in Article IX obtain an approval or waiver from, or to be satisfiedavoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of such reasonably all necessary actionsconsents, approvals or waivers, consentsand any necessary or appropriate financing arrangements, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entitythird parties, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing contrary in this Agreement Agreement, neither HBO nor McKesson shall be deemed required to require HL hold separate (including by trust or the Company to agree to any divestiture by itself otherwise) or divest any of its Affiliates of shares of capital stock their respective businesses or of any business, assets or propertyassets, or enter into any consent decree or other agreement that would restrict either HBO or McKesson in the imposition conduct of any material limitation on the ability of any of them to conduct their its business or to own or exercise control of such assets, properties and stockas heretofore conducted.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the Parties agrees to parties hereto will 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 reasonably necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective, in effective the most expeditious manner Mergers and the other transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the Transactionsconditions to such other party’s obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, including using the parties will, and will cause their respective directors, officers and Subsidiaries, and use commercially reasonable efforts to accomplish the following: cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to consult and fully cooperate with and provide assistance to each other in (i) the taking of such reasonable acts obtaining all necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary waivers, licenses, permits, authorizations, registrations, declarations qualifications, or other permission or action by, and filings (including registrations, declarations giving all necessary notices to and making all necessary filings with Governmental Entitiesand applications and submissions to, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Entity or other Person; (iiiii) the obtaining of such material consents, approvals lifting any permanent or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations preliminary injunction or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated or reversed, (an “Injunction”) of any type referred to in Section 8.1(d); (iii) taking such actions as may reasonably be required under applicable federal securities laws in connection with the issuance of the HoldCo Common Stock to be covered by the Registration Statement; and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate in general, consummating and making effective the transactions contemplated byhereby; provided, and however, that in order to fully carry out obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the purposes lifting of any Injunction referred to in clause (i) or (ii) of this sentence, no party will be required to pay any consideration (other than filing fees for any Governmental Filings), to divest itself of any of, this Agreement. Notwithstanding anything herein to or otherwise rearrange the contrarycomposition of, nothing in this Agreement shall be deemed to require HL its assets or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business foregoing or to own any conditions or exercise control of requirements that are materially adverse to its interests or materially burdensome. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party will provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such assets, properties and stockdrafts.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5parties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement, or the consummation of the Transactionstransactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholder Agreement. Notwithstanding anything herein In connection with and without limiting the foregoing, the Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the contraryStockholder Agreement, nothing the Merger or any of the other transactions contemplated by this Agreement and the Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any other transactions contemplated by this Agreement and the Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement. Nothing in this Agreement shall be deemed to require HL Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent or its subsidiaries or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockCompany.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, and except as expressly provided in Section 6.04, each of the Parties agrees to Seller and Purchaser shall 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 reasonably necessary, proper or advisable to consummate and make effectivecause the Closing to occur, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts obtaining all necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary or advisable actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations or advisable registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of such material all necessary or advisable consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5parties, (iviii) the defending of against any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof the Transaction Documents. Seller and Purchaser shall not, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and shall be deemed to require HL or the Company to agree to any divestiture by itself or not permit any of its Affiliates of shares of capital stock or of their respective affiliates to, take any business, assets or propertyactions that would, or the imposition of any material limitation on the ability of that could reasonably be expected to, result in any of them to conduct their business or to own or exercise control of such assets, properties and stockthe conditions set forth in Article VII not being satisfied.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the other transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to the Offer and to the Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with with, or notices to, Governmental Entities, if anyincluding pursuant to Foreign Merger Control Laws) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, a claim, action, suit, proceeding or investigation or proceeding by by, any Governmental Entity, (iii) the obtaining of such material consents, approvals or and waivers from third parties reasonably requested by Parent to be obtained in connection with the transactions contemplated by this Agreement, provided, however, that in no event shall the Company or any of its Subsidiaries be required as a result to make any payment to such third parties or concede anything of value in any case prior to the TransactionsEffective Time in order to obtain any such consent, including the consents referred to in Schedules 3.5 approval or waiver, and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to In connection with and without limiting the contraryforegoing, nothing in this Agreement shall be deemed to require HL or the Company and its Board of Directors shall (A) take all action necessary to agree ensure that no “fair price,” “business combination” or “control share acquisition” state takeover statute or other similar statute or regulation is or becomes applicable to any divestiture by itself this Agreement, the Offer, the Merger or any of its Affiliates the other transactions contemplated by this Agreement and, (B) if any such statute becomes applicable to this Agreement, the Offer, the Merger or any of shares of capital stock or of any businessthe other transactions contemplated by this Agreement, assets or propertytake all action necessary to ensure that the Offer, or the imposition of any material limitation Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the ability of any of them to conduct their business or to own or exercise control terms contemplated by this Agreement and otherwise minimize the effect of such assetsstatute or regulation on this Agreement, properties the Offer, the Merger and stockthe other transactions contemplated by this Agreement. No party shall voluntarily extend any waiting period under the HSR Act or any Foreign Merger Control Law or enter into any agreement with any Governmental Entity to delay or not to consummate the Offer, the Merger and the other transactions contemplated hereby except with the prior written consent of the other parties (such consents not to be unreasonably withheld, conditioned or delayed and which reasonableness shall be determined in light of each party’s obligation to use commercially reasonable efforts to do all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby).

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 4.3 and Section 4.4(c)), each of Magellan and One Stone shall cooperate with the Parties agrees other and use (and shall cause its respective Subsidiaries to use use) its commercially reasonable efforts to (i) 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 doingall things, all things reasonably necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated hereby, including using commercially reasonable efforts preparing and filing promptly and fully all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfiedincluding any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the obtaining of such reasonably necessary actions, waiversOutside Date) all approvals, consents, approvalsclearances, orders and authorizations from Governmental Entities and the making expirations or terminations of such reasonably necessary waiting periods, registrations, declarations permits, authorizations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by other confirmations from any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, including, but not limited to, any consents required in connection with the assignment of the Other Assigned Contract to One Stone, (iii) the obtaining of such material consents, approvals defend any lawsuits or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, other Proceedings challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby and (iv) obtain all necessary consents, including seeking to have any stay approvals or temporary restraining order entered by any court or other Governmental Entity vacated or reversedwaivers from third parties. For purposes of this Agreement, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and (v) all other Applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the execution purpose or delivery effect of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL monopolization or the Company to agree to any divestiture by itself restraint of trade or any lessening of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockcompetition.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to Company and Parent shall use its commercially reasonable efforts 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 Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and make effectiveagree that the commercially reasonable efforts of any party hereto under this Section 8.01(a) shall not be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with a Governmental Authority in connection with the transactions contemplated hereby or (B) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding (each a “Proceeding”) is instituted or threatened to be instituted, or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”) is entered or threatened to be entered, in each case challenging the most expeditious manner practicableconsummation of the Merger or any other transaction contemplated by this Agreement as violative of any antitrust or competition Law, the Transactions, including using parties shall use commercially reasonable efforts to accomplish the following: (i) the taking of contest, avoid, vacate, modify, or suspend each such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation Proceeding or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the TransactionsOrder, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockthrough litigation.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties Party in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such all reasonable acts necessary to cause the conditions precedent set forth in Article IX VII to be satisfied, ; (ii) the obtaining of such reasonably necessary actionsall necessary, appropriate or desirable actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably all necessary registrations, declarations and filings with any Person (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ); (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsTransactions (other than any suits, including seeking to have any stay claims, actions, investigations or temporary restraining order entered proceedings brought by any court or other a Governmental Entity vacated or reversed, Entity); and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement neither Grifols nor any of its Affiliates shall be deemed under any obligation to, nor, without Grifols’s prior written consent (which consent may be withheld in Grifols’s sole discretion), shall the Company, (x) make proposals, execute, agree or consent to require HL or carry out agreements or submit to any Order (A) providing for the sale or other disposition or holding separate of any assets of Grifols, any of its Affiliates or Subsidiaries or any of their Affiliates, or the Company or the holding separate of any capital stock of any such Person, or imposing or seeking to agree impose any limitation on the ability of Grifols or any of its Affiliates, to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company, or (B) imposing or seeking to impose (1) any divestiture by itself limitation whatsoever on the business activities of Grifols or any of its Affiliates of shares of capital stock or of (2) any business, assets or property, or the imposition of any material limitation on the ability business activities of the Company, or (y) otherwise take any of them step to conduct their business avoid or to own eliminate any impediment which may be asserted or exercise control of such assetsrequested under any Applicable Law governing competition, properties and stockmonopolies or restrictive trade practices.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to the Closing to be satisfiedsatisfied (but in no event shall a party be required to waive any such condition) as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders clearances and authorizations approvals from Governmental Entities and the making of such all necessary registrations and filings, including all filings required by the HSR Act (the initial filing required by the HSR Act to be filed as soon as reasonably necessary registrationspracticable, declarations but in any event within 15 days, following the execution of this Agreement) and filings (including registrationsany applicable antitrust, declarations and filings with Governmental Entitiescompetition or similar laws of any foreign jurisdiction, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval, clearance or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5parties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein In furtherance of the covenants contained in Sections 6.3(a)(ii) and 6.3(a)(iv), Parent and Xxxxxx shall, if required by one or more Governmental Entities acting pursuant to any applicable antitrust, competition or similar laws to obtain any of the actions or nonactions, waivers, consents, clearances, approvals, or avoidance of actions or proceedings referred to in Sections 6.3(a)(ii), or pursuant to Section 6.3(a)(iv) or if required by a federal, state or foreign court, agree to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself Parent, Xxxxxx or any of its Affiliates their respective Subsidiaries of shares of capital stock or of any business, assets or property, property of Parent or its Subsidiaries or Xxxxxx or its Subsidiaries and the imposition of any material limitation on the ability of any of them Parent or its Subsidiaries or Xxxxxx or its Subsidiaries to conduct their business respective businesses or to own or exercise control of such their respective assets, properties and stockstock (including licenses, hold separate agreements, covenants affecting business operating practices or similar matters) if such divestitures and limitations, individually or in the aggregate, would not be reasonably expected to result in the loss of annualized revenue of Parent and Xxxxxx on a combined consolidated basis of more than $225,000,000. Subject to Applicable Laws relating to the exchange of information and in addition to Section 6.3(b), Parent and Xxxxxx, or their respective counsel, shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent and its Subsidiaries or Xxxxxx and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and conditions of this Agreement and subject to the conditions set forth in this Agreement, each fiduciary duties under applicable law of the Parties agrees to directors of the Company (as determined by such directors in good faith), Company and Parent will use its all commercially reasonable efforts 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 and regulations to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts but not limited to accomplish making all filings with the following: (i) SEC necessary to consummate such transactions. In furtherance and not in limitation of the taking foregoing, each of such reasonable acts Parent and Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within ten business days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the conditions precedent set forth expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Anything to the contrary in Article IX the foregoing notwithstanding, the parties hereby agree that no party hereto will be required to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary take or commit itself to avoid take any suit, claim, action, investigation including, without limitation, the proposing, negotiating, committing to or proceeding effecting, by any Governmental Entityconsent decree, "hold separate" order or otherwise, the sale, divestiture or disposition of assets or businesses of Parent (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates Subsidiaries, including the Surviving Corporation), if such action would limit Parent or its Subsidiaries' freedom of shares of capital stock or of any business, assets or propertyaction with respect to, or its ability to retain, one or more of its Subsidiaries' businesses, product lines or assets after the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockEffective Date.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of party will cooperate and consult with the Parties agrees to other party with respect to, and will use its commercially reasonable efforts 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 this Agreement and applicable Laws to consummate the Amalgamation and make effective, in the most expeditious manner practicable, other transactions contemplated by this Agreement as promptly as practicable after the Transactionsdate hereof, including using preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals and all other consents, waivers, licenses, registrations, orders, approvals, permits, rulings, requests, authorizations and clearances necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Amalgamation or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use its commercially reasonable efforts to accomplish obtain all amendments or waivers under Validus’ credit facilities listed on Section 6.3(f) of the following: (i) Validus Disclosure Letter, in each case to the taking of such reasonable acts extent necessary to permit the Amalgamation and the other transactions contemplated hereby and as promptly as practicable following the execution of this Agreement; provided that notwithstanding anything to the contrary in this Section 5.3(a) and subject to Section 4.2, Validus may cause the conditions precedent set forth in Article IX parties to be satisfied, seek and obtain Replacement Financing for one or more of IPC’s or Validus’ credit facilities (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock“Existing Facilities”).

Commercially Reasonable Efforts. Upon the terms and subject to the conditions (a) Except as otherwise set forth in this AgreementAgreement (including, each of but not limited to, Section 5.3), prior to the Parties agrees to Closing, Parent, Merger Sub and the Company shall use its all 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 reasonably necessary, proper or advisable under any applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, Transactions as promptly as practicable following the Transactions, execution of this Agreement including using commercially reasonable efforts to accomplish the following: (i) the taking preparation and filing of such reasonable acts necessary to cause the conditions precedent set forth in Article IX all forms, registrations and notices required to be satisfiedfiled to consummate the Transactions, (ii) the obtaining satisfaction of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and other parties’ conditions to consummating the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityTransactions, (iii) the obtaining of such material consentstaking all reasonable actions necessary to obtain (and cooperation with each other in obtaining) any consent, approvals authorization, Order or waivers from third parties required as a result of the Transactionsapproval of, or any exemption by, any Third Party, including any Governmental Entity (which actions shall include cooperation in the consents referred filing of all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in Schedules 3.5 connection with the Transactions or the taking of any action contemplated by the Transactions or by this Agreement, and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein to the contraryAdditionally, nothing except as otherwise set forth in this Agreement shall be deemed to require HL or (including, but not limited to, Section 5.3), each of Parent and the Company shall use all commercially reasonable efforts to agree fulfill all conditions precedent to the Merger and shall not take any divestiture by itself or any action after the date of its Affiliates of shares of capital stock or of any business, assets or propertythis Agreement that would reasonably be expected to materially delay the obtaining of, or the imposition of result in not obtaining, any material limitation on the ability of permission, approval or consent from any of them Governmental Entity necessary to conduct their business or be obtained prior to own or exercise control of such assets, properties and stockClosing.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 7.08), each of the Parties agrees to parties hereto will, and Parent will cause its Subsidiaries, including Merger Sub, 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 reasonably necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actionsall Permits, waivers, consents, approvals, orders approvals and authorizations actions or non-actions from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, (ii) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of, of this Agreement, (iii) obtain all necessary or appropriate consents, waivers and approvals and provide all necessary notice under any Target Material Contracts reasonably requested to be obtained by Parent, including, without limitation, those consents, waivers, approvals and notices identified in Sections 5.3(b) and 5.3(c) of the Disclosure Schedules. Notwithstanding anything herein The Target and Parent will, and Parent will cause its Subsidiaries, including Merger Sub, to, subject to applicable Law, promptly (y) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (z) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. If the Target or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the contrarytransactions contemplated by this Agreement, nothing then it will use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in this Agreement shall be deemed compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity and subject to require HL or all privileges (including the Company attorney client privilege), provide the other party’s counsel with advance notice and the opportunity to agree to attend and participate in any divestiture by itself or meeting with any of its Affiliates of shares of capital stock or Governmental Entity in respect of any business, assets or property, or filing made thereto in connection with the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.06), each of the Parties agrees to parties hereto shall, and shall cause its Subsidiaries 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 reasonably necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of such reasonable acts all steps as may be necessary to cause the conditions precedent set forth in Article IX obtain an approval or waiver from, or to be satisfiedavoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of such reasonably all necessary actions, waivers, consents, approvals, orders and authorizations consents or waivers from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entitythird parties, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 execution and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes ofof this Agreement, and (iv) obtaining approval of the Nasdaq Capital Market to list or designate for quotation (as the case may be) the Parent Common Stock issued pursuant to the Merger. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Notwithstanding anything herein The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. The Company shall comply with all reasonable requests with respect to compliance with Parent’s credit facility in connection with the Merger. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the contrarytransactions contemplated by this Agreement, nothing then it shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in this Agreement shall be deemed compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to require HL or the Company to agree to attend and participate in any divestiture by itself or meeting with any of its Affiliates of shares of capital stock or Governmental Entity in respect of any business, assets or property, or filing made thereto in connection with the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article IX to be satisfiedother discussions or negotiations with, third parties, including as required under any Material Contract, (ii) the obtaining of such reasonably obtain all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably Entities, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable take all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consentsvigorously resist and contest any Action, approvals including administrative or waivers from third parties required as a result judicial Action, and seek 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 could restrict, prevent or prohibit consummation of the Transactionstransactions contemplated hereby, including the consents referred to in Schedules 3.5 including, without limitation, by vigorously pursuing all avenues of administrative and 5.5, judicial appeal and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execute and (v) the execution or delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein ; provided, however, that all necessary regulatory notices and applications (including those to be filed by Parent or Green Bank with the Federal Reserve (if applicable) and the OCC) shall be filed as soon as practicable but in any event within 20 Business Days after the date of this Agreement (unless the Agreement is earlier terminated or such timeline is extended by the Company in writing) and provided further that neither the Company nor the Bank shall commit to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition payment of any material limitation on fee, penalty or other consideration or make any other material concession, waiver or amendment under any Contract in connection with obtaining any consent without the ability prior written consent of any of them to conduct their business or to own or exercise control of such assets, properties and stockParent.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article IX to be satisfiedother discussions or negotiations with, Third Persons, (ii) the obtaining of such reasonably obtain all necessary actionsActions or non-Actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Entities and the making of such reasonably Entities, make all necessary registrations, declarations and filings (including registrationsand make all commercially reasonable efforts to obtain an approval or waiver from, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consentsvigorously resist and contest any Action, approvals including administrative or waivers from third parties required as a result judicial Action, and seek to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, including the consents referred to in Schedules 3.5 including, without limitation, by vigorously pursuing all avenues of administrative and 5.5, judicial appeal and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execute and (v) the execution or delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, by this Agreement and fully to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein to ; provided, however, that none of the contraryCompany, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself Parent or any of its Affiliates of shares of capital stock or respective Subsidiaries shall commit to the payment of any businessfee, assets penalty or propertyother consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of the Company (with respect to the Company and its Subsidiaries) or Parent (with respect to Parent and its Subsidiaries). Each of the Parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Person and/or any Governmental Entity in connection with the imposition Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any material limitation on Governmental Entity, the ability Company and Parent, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any of them to conduct their business filing, investigation or to own or exercise control of such assets, properties and stockother inquiry in connection with the transactions contemplated by this Agreement.

Commercially Reasonable Efforts. Upon the terms (a) The Company and subject to the conditions set forth in this Agreement, Parent shall each of the Parties agrees to use its commercially reasonable efforts Commercially Reasonable Efforts to (i) take, or cause to be taken, all actionsappropriate action, 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 Law or otherwise to consummate and make effective, in effective the most expeditious manner transactions contemplated by this Agreement as promptly as reasonably practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actionsobtain from any Governmental Entities any consents, licenses, permits, waivers, consents, approvals, authorizations or orders required (A) to be obtained or made by Parent or the Company or any of its respective Subsidiaries, and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyB) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation action or proceeding by any Governmental EntityEntity in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the obtaining of such material consentsMerger required under the Securities Act and the Exchange Act, approvals any other applicable federal or waivers from third parties required as a result of the Transactionsstate securities Laws, including the consents referred to in Schedules 3.5 and 5.5, any other applicable Law and (iv) the defending of contest and defend any suits, claims, actions, investigations lawsuits or proceedings, whether judicial or administrative, other legal proceedings challenging this Agreement or the consummation of transactions contemplated hereby. In the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate event that the transactions contemplated byby this Agreement cannot otherwise be consummated, each of Parent and the Company shall effect divestitures, hold separate and license arrangements that are reasonable in the aggregate. Parent and the Company shall cooperate with each other in connection with the making of all filings referenced in this paragraph, including providing copies of all such documents to fully carry out the purposes ofnon-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. To the extent reasonably practicable and subject to applicable confidentiality agreements and other confidentiality restrictions, the Company and Parent shall have the right to review and approve in advance, such approval not to be unreasonably withheld, all the information relating to it and its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything herein The Company and Parent may, as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to the contrary, nothing in other under this Agreement Section 6.5 as “outside counsel only.” Such information shall be deemed given only to require HL or outside counsel of the recipient. In addition, the Company and Parent may redact any information from such documents shared with the other party or its counsel that is not pertinent to agree the subject matter of the filing or submission or which is subject to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties applicable confidentiality agreements and stockother confidentiality restrictions.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth (a) Except where otherwise provided in this Agreement, each of the Parties agrees to parties hereto shall use its commercially reasonable efforts to take, take promptly or cause to be taken, taken all actions, and to do, do promptly or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or and advisable under applicable law and this Agreement to consummate and make effective, in effective the most expeditious manner practicable, Mergers and the Transactionsother transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents, authorizations, permissions and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of such reasonable acts all steps as may be necessary to cause the conditions precedent set forth in Article IX obtain a waiver, consent, authorization, permission or approval from, or to be satisfiedavoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of such reasonably all necessary actions, waivers, consents, approvalsauthorizations, orders permissions and authorizations approvals from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entitythird parties, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the Mergers, this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered transactions contemplated by any court or other Governmental Entity vacated or reversedthis Agreement, and (viv) the execution or and delivery of any all additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to , including, without limitation, (A) the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or preparation of any businessEmployee Plan documents required under ERISA and/or the Code, assets (B) the amendment or property, or the imposition filing of any material limitation on document required by any Governmental Entity and/or any disclosure document to participants under ERISA and/or the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockCode.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to Company, the Company OP, Merger Sub and HR shall use its commercially reasonable efforts 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 this Agreement and applicable Laws to consummate the Transactions as soon as reasonably practicable after the date of this Agreement (and make effective, in any event no later than the most expeditious manner practicable, the TransactionsOutside Date), including (i) using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts take, or cause to be taken, all actions necessary to cause the conditions precedent to Closing set forth in Article IX VII to be satisfied, (ii) the obtaining of such reasonably preparing and filing as promptly as practicable all documents to effect all necessary actionsapplications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, consentslicenses, approvalsorders, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations authorizations, approvals and filings permits in connection with the Transactions, (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of such all reasonable steps as may be reasonably necessary or advisable to make all necessary filings and obtain all such consents, clearances, waivers, licenses, orders, registrations, authorizations, approvals and permits (including providing all necessary information and documentary material and providing personnel as necessary to avoid attend any suitregulatory meetings, claim, action, investigation hearings or proceeding by any Governmental Entity, (iiiother proceedings) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution avoidance of each and every impediment under any antitrust, merger control, competition, trade regulation or delivery of other Law that may be asserted by any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein Governmental Entity with respect to the contrary, nothing in this Agreement shall be deemed Merger so as to require HL or enable the Company Closing to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockoccur as soon as reasonably possible.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, and without limitation to any other covenant or agreement in this Agreement or any other Transaction Agreement, each of the Parties Company, New PubCo, Merger Sub and SPAC 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 Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Mergers and the other Transactions, including using commercially reasonable efforts to accomplish the following: (ia) the taking of such all commercially reasonable acts necessary to cause the conditions precedent set forth in Article IX VIII, to be satisfied, ; (iib) the obtaining of such reasonably all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably all necessary registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities, if any) , and filings required pursuant to Antitrust Laws and the taking of such all commercially reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Legal Proceeding; (iiic) the obtaining of such material all consents, approvals or waivers from third parties required as a result of the Transactions, including Transactions set forth on Section 7.5(b) of the consents referred to in Schedules 3.5 and 5.5, Company Disclosure Letter; (ivd) the termination of each agreement set forth on Section 7.5(c) of the Company Disclosure Letter; (e) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vf) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. This obligation shall include, on the part of SPAC, sending a termination letter to Continental Trust substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL SPAC or the any Company Party to agree to any divestiture by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such their respective assets, properties properties, shares and capital stock, or the incurrence of any liability or expense.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to parties shall use its all 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the TransactionsAmalgamation and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause causing the conditions precedent set forth in Article IX VI to be satisfied, ; (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, rulings, exemptions, orders and authorizations from Governmental Entities and the making of such reasonably all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such all commercially reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Interwave, Alvarion and their respective Boards of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Amalgamation, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Amalgamation 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 the Amalgamation, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing contrary contained in this Agreement (except as otherwise set forth in this sentence), neither Alvarion nor Interwave shall be deemed have any obligation under this Agreement: (i) to require HL dispose or the Company to agree to any divestiture by itself transfer or cause any of its Affiliates subsidiaries to dispose of shares of capital stock or of transfer any business, assets or propertymaterial assets, or the imposition to commit to cause Interwave to dispose of any material limitation on assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any material product or service, or to commit to cause Interwave to discontinue offering any material product or service; (iii) to license or otherwise make available, or cause any of its subsidiaries to license or otherwise make available, to any person, any material technology, software or other proprietary asset, or to commit to cause Interwave to license or otherwise make available to any Person any material technology, software or other proprietary asset; (iv) to hold separate or cause any of its subsidiaries to hold separate any material assets or operations (either before or after the ability Closing Date), or to commit to cause Interwave to hold separate any material assets or operations; (v) subject to Section 5.5 hereof, to make or cause any of its subsidiaries to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Interwave or that would affect its discretion in determining the terms of any Contract or relationship with any person or entity; or (vi) to contest or defend against any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby except, in the case of any action described in clauses (i) through (vi) of this sentence, where such action would not, in Alvarion's sole good faith judgment, be reasonably expected to be materially burdensome to Alvarion, Interwave and their subsidiaries taken as a whole, or, in the case of any action described in clause (vi) of this sentence, if Interwave determines in good faith that contesting the legal proceeding would not be advisable. The Chief Executive Officer of Interwave shall use reasonable best efforts to contact Interwave's significant shareholders and encourage them to conduct their business or to own or exercise control vote in favor of such assets, properties and stockthe Amalgamation.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the Parties hereto 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 reasonably necessary, proper or advisable Commercially Reasonable Efforts to consummate and make effective, in the most expeditious manner as soon as reasonably practicable, the Transactionstransactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the taking satisfaction of such reasonable acts necessary to cause the all conditions precedent thereto set forth in Article IX herein. Such actions shall include, without limitation, exerting their Commercially Reasonable Efforts to be satisfied, (ii) obtain the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders authorizations and authorizations from approvals of all private parties and any Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be Authority whose consent is reasonably necessary to avoid any suiteffectuate the transactions contemplated hereby, claimand effecting all other necessary registrations and filings, actionincluding, investigation or proceeding by any Governmental Entitywithout limitation, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactionsfilings under applicable laws, including the consents referred HSR Act and all other necessary filings with the CPUC, FERC (including applications to transfer the Facilities Switchyard), IRS, NRC and any other Governmental Authority. All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either Party before any regulatory authority in Schedules 3.5 connection with the approval of the transactions shall be subject to the joint approval or disapproval in advance and 5.5the joint control of Purchaser and Seller, acting with the advice of their respective counsel, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such appearance, presentation, brief, and proposal; provided that in the event of a disagreement concerning any such appearance, presentation, brief, or proposal before the CPUC, the determinations of Seller shall be controlling; and provided further that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor, and provided further that Seller, but not the Purchaser without the advance approval of Seller (iv) unless requested by the defending CPUC), may engage in private meetings or in camera proceedings with members and/or representatives of any suits, claims, actions, investigations the CPUC if it reasonably apprises Purchaser of the nature of such meetings or proceedings, whether judicial . Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or administrative, challenging this Agreement or the consummation disapproval of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byby the Agreement, the Ancillary Agreements, and to fully carry out the purposes of, this Collateral Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (iib) the obtaining of such reasonably all necessary actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityAuthority with respect to the transactions contemplated hereunder, (iiic) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result set forth on Section 3.04 of the TransactionsCompany Disclosure Schedule that relate to the Leases or which the failure to so obtain would have a Company Material Adverse Effect (the costs and expenses of which shall be borne solely by the Company, including provided that such costs and expenses shall be repaid by Moulin or the consents referred Parent to the Company if the Merger is not consummated due to a breach of this Agreement by Parent or Merger Sub or of the Moulin Shareholder Voting Agreement by Moulin or the failure of any of the conditions set forth in Schedules 3.5 and 5.5Section 7.01(c) or Section 7.03(a) or (b) to be satisfied), (ivd) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (ve) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein In connection with and without limiting the foregoing, the Company and Parent each agree to use its commercially reasonable efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Laws that may be asserted by any Federal, state and local and non-United States antitrust or competition authority, so as to enable the contrary, nothing in parties to close the transactions contemplated by this Agreement shall as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust or otherwise the sale or disposition of such of its assets or businesses as are required to be deemed divested in order to require HL avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or preceding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of the Company to and Parent agree to use its commercially reasonable efforts to take promptly any divestiture by itself and all steps necessary to vacate or lift any order relating to antitrust or competition that would have the effect of making any of its Affiliates of shares of capital stock the transactions contemplated by this Agreement illegal or of any business, assets otherwise prohibiting or property, or the imposition of any material limitation on the ability of any of them to conduct materially delaying their business or to own or exercise control of such assets, properties and stockconsummation.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.08), each of the Parties agrees to parties hereto shall, and shall cause its Subsidiaries 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 reasonably necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of such reasonable acts all steps as may be necessary to cause the conditions precedent set forth in Article IX obtain an approval or waiver from, or to be satisfiedavoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of such reasonably all necessary actionsconsents or waivers from third parties, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 execution and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byOffer, the Merger and to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the contraryother in the taking of the actions contemplated by clauses (i), nothing (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in this Agreement order to effectuate the taking of such actions. Each party hereto shall be deemed to require HL promptly inform the other party or parties hereto, as the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any businesscase may be, assets or property, or the imposition of any material limitation on communication from any Governmental Entity regarding any of the ability transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of them the other (such consent not to conduct their business be unreasonably withheld or to own or exercise control of such assets, properties and stockdelayed).

Commercially Reasonable Efforts. Upon Subject to the express provisions of Section 5.3 and Section 5.4 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the Parties parties agrees to use its all 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such all commercially reasonable acts necessary to cause the conditions precedent set forth in Article IX ARTICLE VI to be satisfied, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, filings and filings submissions of responses to requests for additional information and documentary material with Governmental Entities, if any) and the taking of such all commercially reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority, (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, transactions contemplated hereby and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that in no event shall this Section 5.4(c) require Parent to take any action that is reasonably expected to materially and adversely affect Parent or its affiliates following the consummation of the Merger. Notwithstanding anything herein For purposes of subsection (iii) hereof, in connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all material developments and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals under subsection (iii) hereof shall be in a form reasonably acceptable to Parent, and with respect to the contraryconsents, nothing in this Agreement waivers and approvals required 52 pursuant to Section 6.3(c), Parent shall be deemed have reasonable discretion to require HL or determine the form thereof. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, the Company to agree to any divestiture by itself Holders or any of its Affiliates of shares of capital stock other Person for any costs, claims, liabilities or of any businessdamages resulting from the Company seeking to obtain such consents, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties waivers and stockapprovals under subsection (iii) hereof.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.3(c), each of the Parties agrees parties undertakes 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, the Subsequent Merger and the other Transactions and to obtain satisfaction of the conditions precedent to the Merger, including using commercially reasonable efforts to accomplish the following: without limitation (i) the obtaining of all necessary actions or nonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of such reasonable acts all steps as may be necessary to cause the conditions precedent set forth in Article IX obtain an approval or waiver from, or to be satisfiedavoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of such reasonably all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result parties, (iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and adversely affect the ability of the Transactions, including parties hereto to consummate the consents referred to in Schedules 3.5 and 5.5Transactions under this Agreement, (iv) seeking the defending lifting or rescission of any suitsinjunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, claims, actions, investigations (v) cooperating to defend against any proceeding or proceedings, whether judicial or administrative, challenging investigation relating to this Agreement or the consummation of the TransactionsTransactions and to cooperate to defend against it and respond thereto, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vvi) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions Transactions contemplated by, and to fully carry out the purposes of, this Agreement, (vii) using commercially reasonable efforts to arrange for the Company's independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent's financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person's willful misconduct or gross negligence. Notwithstanding anything herein For purposes of this Agreement, commercially reasonable efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits. In furtherance and not in limitation of the foregoing, each of Parent and the Company undertakes to make an appropriate filing under HSR with respect to the contrary, nothing Transactions as promptly as practicable and in this Agreement shall any event within 15 Business Days following the date hereof and to supply as promptly as practicable any additional information and documentary material that may be deemed requested pursuant to require HL the HSR Act and to take all other actions necessary to cause the expiration or termination of the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or applicable waiting periods under the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockHSR Act as soon as practicable.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties agrees to party will use its commercially reasonable efforts 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 and regulations to consummate and make effective, in the most expeditious manner practicable, transactions contemplated by this Agreement as promptly as practicable after the Transactionsdate hereof, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to cause the conditions precedent set forth in Article IX obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be satisfiedobtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) the obtaining of executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably necessary actionsrequest, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of such all reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of obtain all such material consents, approvals or waivers from third parties required as a result of waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the Transactionsforegoing, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of no event shall any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to party have any stay or temporary restraining obligation, in order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and to fully carry out (a) take any action(s) that would result in a material adverse change in the purposes of, benefits to the Sellers on the one hand or to the Purchaser on the other of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition (b) dispose of any material limitation on the ability assets or make any material change in its business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any of them to conduct their business or to own or exercise control of such assets, properties and stockmaterial burden other than those contemplated by this Agreement.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties agrees to party shall use its commercially reasonable efforts 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 necessarynecessary , proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, transactions contemplated by this Agreement as promptly as practicable after the Transactionsdate hereof, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts preparing and filing as promptly as practicable all documentation to effect all necessary SEC filings and other documents and to cause the conditions precedent set forth in Article IX obtain as promptly as practicable all consents, waivers , licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be satisfiedobtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) the obtaining of executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably necessary actionsrequest, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of such all reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of obtain all such material consents, approvals or waivers from third parties required as a result of waivers, licenses, orders, registrations, approvals, permits and authorizations. Notwithstanding the Transactionsforegoing, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of no event shall any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to party have any stay or temporary restraining obligation, in order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and to: (i) take any action(s) that would result in Material Adverse Changes in the benefits to fully carry out the purposes of, Seller on the one hand or to the Purchaser on the other of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition (ii) dispose of any material limitation on the ability assets or make any material change in its business other than as contemplated by this Agreement, or (iii) expend any material amount of funds or otherwise incur any of them to conduct their business or to own or exercise control of such assets, properties and stockmaterial burden other than those contemplated by this Agreement.

Commercially Reasonable Efforts. Upon (a) Except where greater efforts are expressly required pursuant to the terms hereof, prior to the earlier of the Closing and the termination of this Agreement in accordance with the terms and conditions of Article XI, the Company and the Buyer shall each use commercially reasonable efforts to cause all of the conditions to the obligations of the other to consummate the Contemplated Transactions that are within its control to be met as soon as reasonably practicable lxxix after the date of this Agreement. From and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the terms and conditions of Article XI, each of the Buyer and the Company shall cooperate in good faith and use their respective commercially reasonable efforts to (i) consult with each other in good faith to determine whether any Third Party Approval is required in connection with the consummation of the Contemplated Transactions, (ii) take such actions and furnish such information (subject to the terms and conditions set forth in this AgreementSection 6.3) as the Buyer and the Company determine may be required in connection therewith, each of and (iii) obtain at the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, earliest practicable date all actionssuch Third Party Approvals, and to dosend third party notices, or cause that the Company and the Buyer mutually determine to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable required to consummate and make effectivethe Contemplated Transactions, including as set forth on Section 3.4 of the Disclosure Letter; provided, that, except as expressly set forth in Section 6.1 or Section 6.7, none of the Buyer, any Seller Party nor any of their respective Affiliates shall be required to incur any Liabilities or provide any financial accommodation in order to obtain any Third Party Approval necessary or desirable to consummate the Contemplated Transactions. Subject to the foregoing, in the most expeditious manner practicable, event that the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking receipt of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents Third Party Approval referred to in Schedules 3.5 and 5.5the immediately preceding sentence necessitates payment of a Third Party Approval Expense, (ivA) the defending Company shall be responsible for payment of, and shall discharge, pay and satisfy, any commercially reasonable Third Party Approval Expense required to consummate any portion of the Pre-Closing Restructuring or the transfer of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedNon-Transferred Asset/Liability, and (vB) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byBuyer shall be responsible for payment of, and to fully carry out shall discharge, pay and satisfy, any other commercially reasonable Third Party Approval Expenses (other than those addressed in the purposes of, this Agreement. Notwithstanding anything herein to immediately preceding clause (A)) in connection with the contrary, nothing in this Agreement shall be deemed to require HL or Contemplated Transactions (it being understood and agreed that neither the Company nor the Buyer shall pay or commit to agree to pay any divestiture Third Party Approval Expense that is payable by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockother party in accordance with this sentence).

Commercially Reasonable Efforts. Upon Except in circumstances in which the terms and duties of the parties hereto under this Agreement are specifically described herein, subject to the conditions set forth in this Agreementapplicable Law, each of the Parties agrees to parties shall act in good faith and 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 reasonably necessary, proper or advisable to consummate the Transactions at the earliest practicable date. In furtherance and not in limitation of the foregoing, (a) to the extent required of a party hereto pursuant to the HSR Act, such party shall make effective, an appropriate filing (together with the payment of any required fees) of a Notification and Report Form with respect to the Transactions as promptly as practicable (and in any event within ten (10) Business Days of the most expeditious manner practicable, date hereof provided that all necessary information required from any other party for such filing is timely provided) and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Transactions, including using HSR Act and use its commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts take, or cause to be taken, all other actions consistent with this Section necessary to cause the conditions precedent set forth expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (b) except in Article IX circumstances in which the duties of the parties hereto under this Agreement are specifically described herein, the parties shall, and shall cause their respective Affiliates to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, use their respective commercially reasonable efforts to obtain all other consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary waivers, licenses, permits, authorizations, registrations, declarations qualifications or other permissions by, and filings (including registrationsgive all necessary notices to, declarations and make all filings with and applications and submissions to, any other Governmental Entities, if any) and Authority or other Person required for such party to consummate the taking Transactions as promptly as reasonably practicable. The parties shall each keep each other reasonably apprised of such reasonable steps as may be reasonably necessary the status of material matters relating to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result completion of the Transactions. Each of the Investors and the Company shall, in connection with the efforts referenced above in this Section to obtain all requisite approvals and authorizations for the Transactions, use its commercially reasonable efforts to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party. Except as expressly set forth elsewhere in this Agreement, including without limitation the consents referred obligation to in Schedules 3.5 pay required fees pursuant to the HSR Act as required by this Section and 5.5SECTION 5.11, under no circumstances shall the Investors be required to take any action that would materially and adversely affect the Investors, pay any amounts (iv) other than the defending payment of routine and immaterial filing fees and expenses and fees of counsel), make any financial accommodations, dispose of any suitsassets or agree to do any of the foregoing with respect to consents, claimsapprovals, actionswaivers, investigations licenses, permits, authorizations, registrations, qualifications or proceedingsother permissions, whether judicial filings, applications or administrativesubmissions required to be obtained by the Company. Notwithstanding anything to the contrary contained herein, challenging this Agreement neither the Investors nor their Affiliates will be required or obligated to commence any litigation or divest or hold separate any business or assets in connection with the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. Upon Between the terms date of this Agreement and subject to the conditions set forth in this AgreementClosing, each of the Parties agrees parties to this Agreement will use its commercially reasonable efforts to takecause the conditions to the obligations of the other parties set forth in Article 11 of this Agreement, as the case may be, to be satisfied; provided, that, except as agreed in writing by the parties hereto, in no event shall any of the parties hereto be obligated to accept, or cause the Company to accept, in connection with obtaining any Required Governmental Consents required by Section 11.1(c) or any consent, approval or agreement required by Section 11.2(d), any condition or requirement that is not acceptable to such party in its reasonable judgment. In addition, the parties hereto shall (i) cooperate and use their commercially reasonable efforts to obtain all consents, approvals, authorizations and agreements (or exemptions therefrom) of all Governmental Authorities necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Company Agreement and the Ancillary Agreements (the “Required Governmental Consents”) at the earliest possible time hereafter, (ii) as promptly as practicable hereafter, file or submit, or cause to be takenfiled or submitted, to all actionsGovernmental Authorities all notices, applications, documents and to do, or cause to be done, other materials necessary in connection with obtaining the Required Governmental Consents and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using (iii) use their respective commercially reasonable efforts to accomplish respond as promptly as practicable to all inquiries received from all Governmental Authorities for additional information or documentation in connection with obtaining such Required Governmental Consents. Each of the following: parties hereto shall promptly advise each other party hereto upon receiving any communication (iwritten or oral) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority whose consent, (iii) the obtaining of such material consentsapproval or authorization is required, approvals or waivers from third parties required as a result of the Transactionsto whom notice must be submitted, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the for consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have the Company Agreement and the Ancillary Agreements which constitutes a reasonable likelihood that any stay requisite regulatory consent, approval or temporary restraining order entered by any court authorization will not be obtained or other Governmental Entity vacated or reversed, and (v) the execution or delivery that receipt of any additional instruments such consent, approval or authorization will be materially delayed. Each of the parties hereto shall furnish to the other party hereto such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filings or submissions to any Governmental Authority necessary to consummate obtain any of the Required Governmental Consents. Each of the parties hereto shall provide the other party hereto with draft copies and as-filed copies of all filings and submissions with Governmental Authorities in respect of the Required Governmental Consents and shall provide the other with a reasonable opportunity to comment upon all such draft copies. Each of the parties hereto and its respective representatives shall promptly inform the other party hereto regarding the substance of all communications and contacts received from any Governmental Authority with respect to this Agreement, the Company Agreement, the Ancillary Agreements or the transactions contemplated byhereby and thereby, and to fully carry out neither of the purposes of, parties hereto shall initiate any contact or communications with any Governmental Authority regarding this Agreement. Notwithstanding anything herein , the Ancillary Agreements or the transactions contemplated hereby and thereby without giving reasonable prior notice to the contraryother party hereto and offering the other party hereto the opportunity to have a representative of such party participate in the contact or communication. For the avoidance of doubt, nothing in this Agreement either party hereto shall be deemed free to require HL or discuss regulatory matters with any Governmental Authority without the participation of the other party hereto to the extent such discussions do not directly relate to the transaction contemplated by this Agreement, the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or Agreement and the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockAncillary Agreements.

Commercially Reasonable Efforts. (a Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto 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 hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Stockholders Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such all commercially reasonable acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5parties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholders Agreement or the consummation of the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholders Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholders Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of such reasonable acts all steps as may be necessary to cause obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required by the conditions precedent set forth in Article IX HSR Act (the initial filing required by the HSR Act to be satisfiedfiled as soon as reasonably practicable following the execution of this Agreement) and any applicable antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of such reasonably all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein Subject to Applicable Laws relating to the contraryexchange of information and in addition to Section 6.4(b), nothing CDT and Xxxxxx, or their respective counsel, shall have the right to review in this Agreement shall be deemed advance, and to require HL the extent practicable each will consult the other on, all the information relating to CDT and its Subsidiaries or Xxxxxx and its Subsidiaries, as the Company to agree to case may be, that appears in any divestiture by itself filing made with, or written materials submitted to, any third party or any of its Affiliates of shares of capital stock or of any business, assets or property, or Governmental Entity in connection with the imposition of any material limitation on Merger and the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockother transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, during the period from the date of this Agreement through the Closing Date, each of the Parties agrees to party shall use its all commercially reasonable efforts on its part to take, or cause to be taken, all actions, and to do, or cause to be done, done and to assist and to cooperate with the other parties party hereto in doing, all things reasonably necessary, proper proper, or advisable to consummate and make effectiveeffective the transactions contemplated by this Agreement, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the followingincluding: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX obtaining or causing to be satisfied, (ii) obtained all necessary Authorizations from or of all persons and Governmental Authorities with respect to the obtaining consummation of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities the transactions contemplated by this Agreement and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations all registrations and filings with Governmental EntitiesAuthorities required in connection therewith, if anysubject to what is provided in clause (iii)(A) and the taking of such reasonable steps as may be reasonably necessary to avoid this Section 6.3; (ii) defending any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby; (iii) in the case only of Seller and ZCO, (A) obtaining or causing to be obtained each of the Landlord Consents and each other Authorization from third parties, including seeking third parties to have any stay the Assumed Contracts, to the extent deemed necessary by Purchaser (together with the Landlord Consents, collectively, the "Consents"), which it shall be the sole responsibility of -------- ZCO and Seller to obtain or temporary restraining order entered cause to be obtained, including by any court or mailing in a timely manner the Customer Consents and the taking of other Governmental Entity vacated or reversedappropriate action to obtain Customer Consents from those customers of the Business who become such between the date of this Agreement and the Closing, and the taking of all reasonable actions in connection therewith, and (vB) the execution or delivery providing Purchaser such information and assistance as Purchaser may reasonably request in connection with its preparation and/or making of any additional instruments reasonably necessary to consummate registration or filing with any Governmental Authority, including any registration or filing with the transactions NASD, the MSRB, the states contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or propertyParagraph 3.2(a), or the imposition mass transfer with the NASD and states of all licenses of all employees of the Business who enter into Purchaser's employ, in connection herewith; and (iv) in the case of Purchaser, (A) obtaining or causing to be obtained the Regulatory Approvals and (B) providing such information as to its creditworthiness and such credit support to any material limitation on the ability of landlord under any of them Lease which is an Assumed Contract as such landlord reasonably may request in connection with Seller's effort to conduct their business or to own or exercise control of obtain a Consent from such assets, properties and stocklandlord.

Commercially Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such all reasonable acts necessary to cause the conditions precedent set forth in Article IX VI to be satisfied, (ii) the obtaining of such reasonably all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such all reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result of the Transactionsparties, including the consents referred to in Schedules 3.5 and 5.5all Necessary Consents, (iv) the resolving of such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law, (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vvi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein The Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any businessthe transactions contemplated by this Agreement, assets or property, or use commercially reasonable efforts to ensure that the imposition of any material limitation transactions contemplated by this Agreement may be consummated as promptly as practicable on the ability of any of them terms contemplated by this Agreement and otherwise to conduct their business or to own or exercise control minimize the effect of such assetsLegal Requirement on this Agreement and the transactions contemplated hereby. In connection with and without limiting the foregoing, properties and stock.in the context of this Section 5.6, “commercially reasonable efforts” shall include the following:

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the Parties agrees to parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, appropriate 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 Law or otherwise to consummate and make effective, in effective the most expeditious manner Transactions as promptly as practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, obtain from Governmental Authorities and other Persons all consents, approvals, releases, authorizations, qualifications and orders and authorizations from Governmental Entities and the making of such reasonably as are necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or for the consummation of the TransactionsMerger. As promptly as practicable after the date of this Agreement, the parties shall each file (i) Premerger Notification and Report Forms under and in compliance with the HSR Act with the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) with respect to the Merger and (ii) such other notifications, applications or filings as the parties deem necessary or desirable in connection with the Merger under applicable Antitrust Law ((i) and (ii) (collectively, the “Antitrust Filings”) with the appropriate Governmental Authority designated by Law to receive such filings (together with DOJ and FTC, an “Antitrust Authority”). The parties shall cooperate in the timely preparation and submission of any necessary filings, including seeking furnishing to have the other party or its counsel information required for any stay or temporary restraining order entered by any court necessary filing or other Governmental Entity vacated application in connection with the Merger or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the other transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein HRB and the Acquiror shall each be responsible for and pay 50% of all filing fees payable in connection with the Antitrust Filings, but each party shall bear its own costs and expenses (including attorneys’ fees) in connection with the Antitrust Filings with respect to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties all other fees and stockexpenses.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties agrees to parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to (a) permit consummation of the Purchase and the exercisability in full of the Warrant for Warrant Shares as promptly as practicable and otherwise to assist enable consummation of the transactions contemplated hereby and by the other Transaction Documents (including making filings and deliveries) and (b) satisfy the conditions set forth in Section 1.2, and shall use commercially reasonable efforts to cooperate with the other parties in doingparty to that end. Without limiting the generality of the foregoing, all things reasonably necessary(i) at the request of the Investor, proper made at any time and from time to time (whether prior to or advisable to consummate and make effective, in following the most expeditious manner practicableClosing), the TransactionsCompany shall make or cause to be made all filings required from the Company or its respective subsidiaries or affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) to permit the Investor to acquire any or all of the Warrant Shares, including using and any Class A Common Shares proposed by the Company to be issued to Investor as a dividend on the Warrant Shares, and shall use commercially reasonable efforts to accomplish cooperate with the following: (i) Investor in connection with HSR Act filings and otherwise with respect to the taking obtaining of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfiedany required antitrust approvals, (ii) the obtaining Company shall take all action necessary under applicable law to call, give notice of such reasonably necessary actionsand hold a meeting of the holders of Common Voting Shares to consider and vote to approve the Articles Amendment, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining board of such material consents, approvals or waivers from third parties required as a result directors of the Transactions, including Company shall recommend that the consents referred holders of Common Voting Shares vote to in Schedules 3.5 and 5.5, (iv) approve the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of Articles Amendment at such assets, properties and stockmeeting.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, Entity and (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the TransactionsDepartment of Justice the notification and report forms (the “HSR Filing”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the consents referred merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in Schedules 3.5 connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and 5.5shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (ivy) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the defending Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any suitsbusiness of Parent, claimsthe Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, actionsfurther, investigations that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or proceedingsWarrants hereunder shall be approved by Parent without the Company’s prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, whether judicial the Shareholder Agreement, the Merger or administrative, challenging any of the other transactions contemplated by this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, Shareholder Agreement and (v2) the execution if any state takeover statute or delivery of any additional instruments reasonably necessary similar statute becomes applicable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to , the contraryShareholder Agreement, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself Merger or any of its Affiliates of shares of capital stock or of any business, assets or property, the other transactions contemplated by this Agreement or the imposition of any material limitation Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the ability of any of them terms contemplated by this Agreement and the Shareholder Agreement and otherwise to conduct their business or to own or exercise control minimize the effect of such assetsstatute or regulation on this Agreement, properties the Shareholder Agreement, the Merger and stockthe other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. Upon (a) Each Seller, on the terms one hand, and subject each Buyer, on the other hand, shall cooperate and use their respective commercially reasonable efforts to fulfill as promptly as practicable the conditions set forth precedent in this AgreementArticle 7 in order to consummate the Closing. Each party hereto shall, each of the Parties agrees to as promptly as practicable, use its commercially reasonable efforts to takeobtain, or cause to be takenobtained, all actionsconsents, authorizations, orders, waiver and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to do, or cause to be done, this Agreement and to assist and the Related Agreements. Each party shall cooperate fully with the other parties party and its Affiliates in doingpromptly seeking to obtain all such consents, all things reasonably necessaryauthorizations, proper or advisable to consummate orders, waivers and make effectiveapprovals. Without limiting the generality of the foregoing, in the most expeditious manner Buyers and Sellers will, as promptly as practicable, the Transactionsmake all filings and submissions required by any applicable Legal Requirement, including using commercially reasonable efforts to accomplish all filings under the following: HSR Act within five (i5) Business Days after the taking date of this Agreement and the Competition Act (Canada), and promptly file any additional information requested as soon as practicable after receipt of such reasonable acts request therefor, including any filings and submissions necessary to cause the conditions precedent set forth in Article IX expiration or termination of the applicable waiting period under any Legal Requirement as soon as practicable. Notwithstanding anything to the contrary contained herein, neither any Seller nor any Buyer shall be satisfiedrequired to (i) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could reasonably limit their freedom of action with respect to, or their ability to retain, one or more businesses, product lines or assets, or (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings litigate (or defend) against any administrative or judicial action or proceeding (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as seeking a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by or preliminary injunction) challenging any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or hereby as violative of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockLegal Requirements.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the Parties agrees to parties hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause all conditions to the conditions precedent set forth in Article IX obligations of the other parties hereto to be satisfiedeffect the Merger to occur, (ii) the obtaining of such reasonably to obtain all necessary actions, waivers, consents, approvals, orders approvals and authorizations from Governmental Entities other documents required to be delivered hereunder and the making of such reasonably to effect all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid remove any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reverseddelays, and (v) the execution legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate and make effective the transactions contemplated by, and by this Agreement for the purpose of securing to fully carry out the purposes of, parties hereto the benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that no party hereto shall be deemed to require HL or the Company required to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its Affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries or affiliates, (y) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or affiliates or the Company or its Subsidiaries or affiliates to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries or affiliates under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (x), properties and stock(y) or (z) an “Action of Divestiture”). Nothing herein shall require any party hereto to litigate with any Governmental Entity.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable all acts necessary to cause the conditions precedent set forth in Article IX to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of such reasonably all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, Entity and (iii) the obtaining of such material all necessary consents, approvals or waivers from third parties required as a result parties; provided that none of the TransactionsCompany, including Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the consents referred to in Schedules 3.5 foregoing, the Company and 5.5Parent shall, (iv) as promptly as practicable after the defending date of any suitsthis Agreement, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or duly file with the consummation U.S. Federal Trade Commission and the Antitrust Division of the TransactionsDepartment of Justice the notification and report form (the “HSR Filing”) required under the HSR Act and with the applicable Canadian Governmental Entities the filings (the “Canadian Filings”) required under the Competition Act (Canada) and the Investment Canada Act (Canada) (collectively, including seeking the “Canadian Competition Laws”), in each case with respect to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything herein The HSR Filing and the Canadian Filings shall be in substantial compliance with the requirements of the HSR Act and the Canadian Competition Laws, as applicable. Each party shall cooperate with the other party to the contraryextent necessary to assist the other party in the preparation of its HSR Filing and the Canadian Filings, nothing to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and Parent shall furnish to each other’s counsel such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary in connection with the HSR Filing and the Canadian Filings and with any inquiry or communication with or from any Governmental Entity in connection therewith. The Company and its Board of Directors shall (1) 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 (2) 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. Nothing in this Agreement shall be deemed to require HL or Parent, the Company or any Subsidiary to agree to to, or proffer to, divest or hold separate any divestiture by itself assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries and neither the Company nor any of its Affiliates of shares of capital stock Subsidiaries shall, without Parent’s written consent, agree to, or of proffer to, divest or hold separate any business, assets or propertyany portion of its business; provided that, notwithstanding the foregoing, at Parent’s request, the Company or any Subsidiary shall agree to, or proffer to, divest or hold separate any assets or any portion of its business so long as such divestiture or holding separate shall occur no earlier than, and be conditioned upon the imposition occurrence of, the consummation of any material limitation on the ability Merger. Table of any of them to conduct their business or to own or exercise control of such assets, properties and stock.Contents

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 7.09), each of the Parties agrees to parties hereto will, and Parent will cause its Subsidiaries, including Merger Sub, 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 reasonably necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of such reasonably necessary actionsall permits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities and the making of such reasonably all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and (ii) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of, of this Agreement. Notwithstanding anything herein The Target and Parent will, and Parent will cause its Subsidiaries, including Merger Sub, to, subject to applicable Law, promptly (y) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i) and (ii) immediately above and (z) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. If the Target or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the contrarytransactions contemplated by this Agreement, nothing then it will use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in this Agreement shall be deemed compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to require HL or the Company to agree to attend and participate in any divestiture by itself or meeting with any of its Affiliates of shares of capital stock or Governmental Entity in respect of any business, assets or property, or filing made thereto in connection with the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated by this Agreement.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the Parties agrees to parties shall use its all commercially reasonable efforts to take, or cause to be taken, and to cause their Affiliates to take, or cause to be taken, all actions, and appropriate action 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 Law or otherwise to consummate and make effective, in effective the most expeditious manner transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) obtain from EQM GP, the taking Board of such reasonable acts Directors, or any other governing entity or organization applicable to a party hereto, any corporate, partnership or limited liability company consents, approvals or authorizations as are necessary to cause for the conditions precedent set forth in Article IX to be satisfiedconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) the obtaining of such reasonably necessary actions, waivers, obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders and authorizations from provide to Governmental Entities Authorities and other Persons all notices, as are necessary for the consummation of the transactions contemplated by this Agreement and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAncillary Agreements, (iii) the obtaining of such material consentspromptly make all necessary filings and thereafter make any other required submissions, approvals or waivers from third parties with respect to this Agreement required as a result of the Transactionsunder any Applicable Law, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of have vacated, lifted, reversed or overturned any suitsorder, claimsdecree, actionsruling, investigations judgment, injunction or proceedingsother action (whether temporary, whether judicial preliminary or administrativepermanent) that is in effect and that enjoins, challenging this Agreement restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, including seeking the parties hereto shall permit each other reasonably to have participate in the defense and settlement of any stay claim, suit or temporary restraining order entered by any court cause of action relating to this Agreement, either of the Transactions or the other Governmental Entity vacated or reversedtransactions contemplated hereby, and (v) the execution shall not settle or delivery compromise any such claim, suit or cause of any additional instruments reasonably necessary to consummate the transactions contemplated byaction without EQM’s, EQT Gathering’s and to fully carry out the purposes of, this AgreementEESH’s written consent. Notwithstanding anything herein to the contrary, nothing in this Agreement no party shall be deemed required by this Section 6.5 to require HL take or the Company to agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture by itself of any material assets of EQM, EQT Gathering (except for the Assets pursuant to the Transactions), EQT Energy (except for the limited liability company interests in Subco pursuant to the Subco Contribution), EESH (except for the Subco Interest pursuant to the Transactions) or any of their respective Affiliates, or (B) limit in any material respect EQM’s freedom of action with respect to, or its ability to consolidate and control, EQM Gathering Opco or any of its Affiliates of shares of capital stock or of any business, assets or property, businesses or the imposition of any material limitation on the ability of any of them to conduct their business EQM’s or to own its Affiliates’ other assets or exercise control of such assets, properties and stockbusinesses.