Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after the Agreement Date, each party shall make or cause to be made, in cooperation with the other parties, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).

Commercially Reasonable Efforts. (a) No later than ten Subject to the terms and conditions set forth in this Agreement, the Company, Parent and Merger Sub shall cooperate with each other and use (10and shall cause their respective Subsidiaries to use) Business Days after the Agreement Date, each party shall make their respective commercially reasonable efforts to take or cause to be madetaken all actions, in cooperation with and do or cause to be done all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Offer, the Merger and the other partiestransactions contemplated by this Agreement as soon as practicable, an appropriate including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Offer, the Merger or any of a Notification the other transactions contemplated by this Agreement. Without limiting the foregoing, Parent and Report Form pursuant Merger Sub shall take all reasonable actions to cause the HSR Act Offer to be conducted in accordance with all applicable Laws. In connection with and without limiting the foregoing, the Company, Parent and Merger Sub shall each file or jointly file, if applicable, or cause to be filed, any notifications, approval applications or the like required to be filed under all merger control laws with respect to the Mergertransactions contemplated hereby and Parent shall pay all filing and similar fees and related expenses payable in connection therewith. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date Subject to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law applicable Laws relating to the exchange of information, Parent, Merger or Sub and the Company shall have the right to any other transaction contemplated hereby; (ii) act review in good faith advance, and reasonably cooperate to the extent practicable each will consult with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, on and consider in good faith the views of the other in connection with, all of the information relating to Parent, Merger Sub or the Company, as the case may be, and any proposed of their respective Subsidiaries, that appears in any filing made with, or written or oral communicationmaterials submitted to, understanding or agreement with any third party and/or any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another Authority in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Offer, the Merger or any and the other transaction transactions contemplated hereby. Without limiting the foregoing, by this Agreement (including the Company Proxy Statement and material information, if any, provided to unions, works councils or other representative bodies or labor organizations). In exercising the foregoing rights, each of the Company, Parent and Merger Sub shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); act reasonably and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur promptly as soon as reasonably possible (and in any event, not later than the Outside Date)practicable.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions of this Agreement, each party shall make will use its commercially reasonable efforts to take, or cause to be madetaken, in cooperation with all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate the Merger and the other partiestransactions 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 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 extent 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 Merger. Each party transactions contemplated hereby (which filing shall use its reasonable best efforts to: be made in any event within 30 business days of the date hereof) and (iB) respond at required filings with the earliest practicable date to applicable Governmental Entities under any requests for additional information made by the U.S. Department of Justice applicable laws ("DOJ"including all applicable foreign (including Bermuda), federal, state and local statutes and regulations regulating the Federal Trade Commissionbusiness and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, ("FTC"the “Insurance Laws”) or and the Companies Act) which filings shall be made in any other Governmental Body under any Antitrust Law relating to event within the Merger or to any other transaction contemplated hereby; time periods specified thereunder and (ii) act in good faith each case, to supply as promptly as practicable any additional information and reasonably cooperate with the other party in connection with any investigation of the Merger documentary material that may be requested pursuant to such applicable laws or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) such authorities and to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances under such other applicable laws or from such authorities as soon as practicable. Each of Company and Parent will promptly cooperate with and furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them or any of their subsidiaries in connection with the foregoing. Notwithstanding the foregoing or anything in this Agreement to the contrary, none of Parent (and its subsidiaries) or Company (and its subsidiaries) may, without the prior written consent of the other Antitrust Law party, consent to, take or agree or commit to take, nor shall either such party be required to consent to, take or agree or commit to take, any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its subsidiaries’) business in any specified manner) if doing so would, individually or in the Merger aggregate, reasonably be expected to result in a Material Adverse Effect on Parent after the Effective Time. In connection with and without limiting the foregoing, Company and Parent shall (i) take all action necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, or any of the other transactions contemplated by this Agreement and (ii) if any takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, or any other transaction contemplated hereby. In connection with by this Agreement, take all action necessary to ensure that the foregoing: (A) whenever possible, each party shall give Merger and the other party reasonable prior notice 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 any written such statute or oral communication with, regulation on the Merger and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other transactions contemplated by this Agreement. Subject to review and discuss in advance, and consider in good faith the views receipt of the other Required Parent Vote, Parent shall take such actions as are necessary to amend its certificate of incorporation to provide for an increase in connection withthe number of authorized shares of Parent Common Stock sufficient to deliver the shares of Parent Common Stock required under 0. Subject to receipt of the Bye-Law Vote, any proposed written or oral communicationCompany shall take such actions as are necessary to amend its bye-laws to reflect the Bye-Law Amendments. Company and Parent shall use commercially reasonable efforts to coordinate the declaration, understanding or agreement with any Governmental Body with respect to setting of record dates and payment dates of dividends on the Company Common Shares and the Parent Common Stock so that the holders of the Company Common Shares do not receive dividends on both the Company Common Shares and the Parent Common Stock received in the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings calendar quarter or inquiry under any Antitrust Law relating fail to receive a dividend on either the Company Common Shares or the Parent Common Stock received in the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)calendar quarter.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the terms and subject to the conditions set forth in this Agreement Dateand in accordance with applicable Laws, each party shall make of the parties to this Agreement will use commercially reasonable efforts to take, or cause to be madetaken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in cooperation with Article VI are satisfied and to consummate the other partiestransactions contemplated by this Agreement as promptly as practicable, including (i) obtaining all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable (and in any event within 15 Business Days of the date hereof), an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: transactions contemplated hereby and not extending any waiting period under the HSR Act or entering into any agreement with the U.S. Federal Trade Commission (ithe “FTC”) respond at or the earliest practicable date to any requests for additional information made by Antitrust Division of the U.S. Department of Justice ("DOJ")the “Antitrust Division”) not to consummate the transactions contemplated by this Agreement, except with the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with prior written consent of the other party hereto, (iii) making, as promptly as practicable, appropriate filings under any antitrust, competition or pre-merger notification, trade regulation Law, regulation or order, (iv) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of Parent, the Company and its Subsidiaries may not pay or commit to pay any investigation material amount of the Merger cash or other consideration, or incur or commit to incur any material liability or other obligation, in connection with obtaining such consent, approval or waiver, (v) subject to first having used commercially reasonable efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby by this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Body under any Antitrust Law; Entity vacated or reversed (iiivi) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to Parent, taking all actions necessary to reserve a sufficient number of shares of Parent Common Stock for issuance in the Merger or and the transactions contemplated by the Merger Agreement and (vii) executing and delivering any other transaction additional instruments necessary to consummate the transactions contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit to fully carry out the other to review and discuss in advance, and consider in good faith the views purposes of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)this Agreement.

Commercially Reasonable Efforts. Umpqua will use commercially reasonable efforts to obtain 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 conditions set forth in this Agreement, Umpqua shall cooperate with WSB and use (aand shall cause each Umpqua Subsidiary to use) No later than ten (10) Business Days after the Agreement Date, each party shall make reasonable best efforts to take or cause to be madetaken all actions, in cooperation with and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Mergers and the other partiestransactions contemplated by this Agreement as soon as practicable, an appropriate including preparing and filing of a Notification as promptly as practicable all documentation to effect all necessary notices, reports and Report Form pursuant other filings and to obtain as promptly as practicable all consents, 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 HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") Mergers or any of the other Governmental Body under any Antitrust Law transactions contemplated by this Agreement. Subject to applicable laws relating to the Merger or exchange of information, Umpqua shall provide WSB an opportunity to any other transaction contemplated hereby; (ii) act review in good faith advance, and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law practicable will consult with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, WSB and consider in good faith the views of the other WSB in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none all of the parties hereto shall participate information relating to WSB and WSB Subsidiaries that appears in any meeting filing made with, or conversation written materials submitted to, any third party and/or any governmental entity in connection with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving Mergers and the other party prior notice of transactions contemplated by this Agreement. In exercising the meeting or conversation andforegoing rights, unless prohibited Umpqua shall act reasonably and as promptly as practicable. Umpqua shall, upon request by such Governmental BodyWSB, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversationfurnish WSB with all information concerning itself, the attending party shall keep the Umpqua Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another necessary or advisable in connection with any information statement, filing, notice or proposals submitted application made by or on behalf of WSB, Umpqua or any of the Umpqua Subsidiaries or WSB Subsidiaries to a Governmental Body any third party and/or any governmental entity in connection with proceedings under any Antitrust Law the Mergers and the transactions contemplated by this Agreement. Subject to applicable law, Umpqua shall keep the WSB apprised of the status of matters relating to completion of the Merger transactions contemplated hereby, including promptly furnishing WSB with copies of notices or other communications received by Umpqua or any other transaction contemplated hereby. Without limiting the foregoingUmpqua Subsidiary, the Company and Parent shall each use its reasonable best efforts: (1) from any third party and/or any governmental entity with respect to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)such transactions.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions herein provided, each party GigOptix, Merger Sub and Endwave shall make use commercially reasonable efforts to take, or cause to be madetaken, in cooperation with all actions and do, or cause to be done, all things necessary, proper or appropriate under this Agreement, Applicable Laws to consummate and make effective the other partiestransactions contemplated by this Agreement, an appropriate filing of a Notification including, without limitation, (i) using commercially reasonable efforts to obtain all necessary governmental and Report Form pursuant private party consents, approvals or waivers, and (iii) using commercially reasonable efforts to the HSR Act with respect lift any legal bar to the Merger. Each party GigOptix shall use cause Merger Sub to perform all of its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body obligations under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated herebythis Agreement. Without limiting the foregoing, in the Company event that any submission is required under the Antitrust Laws, GigOptix Merger Sub, and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur Endwave will as soon as reasonably possible (practicable after the date of this Agreement and in any event, not no event later than 10 business days after the Outside Date)date of this Agreement, for any obligations triggered by the HSR Act, and in no event later than 15 business days, for any obligations triggered by any of the other Antitrust Laws, file or cause to be filed all notices, reports and other documents required to be filed by such party with any Governmental Authority with respect to the transactions contemplated by this Agreement to initiate the approval process. Each of GigOptix, Merger Sub and Endwave shall promptly (1) supply the other party with any information that may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to any Antitrust Laws, (2) supply any additional information which reasonably may be required by any Governmental Authority in connection with any submission required under the Antitrust Laws, and (3) promptly inform the other party of the substance of any communication to or from any Governmental Authority regarding the transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions provided herein, each party of the Company, Buyer and Acquisition shall, and the Company shall cause each of its Subsidiaries to, cooperate and use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article VII, and to make, or cause to be made, in cooperation all filings necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including their commercially reasonable efforts to (a) obtain, prior to the Closing Date, all licenses, Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the other parties, an appropriate filing Company and its Subsidiaries as are necessary for consummation of a Notification the transactions contemplated by this Agreement and Report Form pursuant to fulfill the conditions to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to Offer and the Merger and (b) defend any lawsuits or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with legal proceedings, whether judicial or administrative, challenging this Agreement or the other party in connection with any investigation of the Merger or consummation of any of the transactions contemplated hereby (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body under Entity vacated or reversed), it being understood and agreed that the Company shall promptly notify Buyer of any Antitrust Law; litigation (iii) to including any stockholder litigation), other than where Buyer or Acquisition is the extent permitted by Lawadverse party, furnish to each other all information required for any filing, form, declaration, notification, registration and notice against the Company and/or its directors relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under transactions contemplated by this Agreement and the HSR Act Company shall give Buyer the opportunity to participate in the defense or settlement of any other Antitrust Law such litigation (provided, that no settlement with respect to any such litigation shall be agreed to without Buyer's prior consent, which shall not be unreasonably withheld); provided, however, that no loan agreement or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its terms, and no Contract shall be amended to increase the Merger amount payable thereunder or otherwise to be more burdensome to the Company or any other transaction contemplated hereby. In connection with of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice written approval of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)Buyer.

Commercially Reasonable Efforts. Each of the parties hereto (aincluding the Company) No later than ten (10) Business Days after the Agreement Datewill use commercially reasonable efforts to take, each party shall make or cause to be madetaken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable law to consummate and make effective in cooperation the most expeditious manner practicable the transactions contemplated hereby, including without limitation, making all required regulatory filings as promptly as practicable after the date hereof. Without limiting the generality of the foregoing, Purchasers and the Company will each, as promptly as practicable following the execution and delivery of this Agreement, file with the other parties, an appropriate filing United States Federal Trade Commission (the "FTC") and the United States Department of a Notification Justice (the "DOJ") the notification and Report Form report form required pursuant to the HSR Act for the transactions contemplated hereby, and will provide promptly upon request of the FTC or the DOJ or any other Governmental Authority any supplemental information requested in connection therewith. Purchasers and the Company will use commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act. Purchasers and the Company shall furnish to the each other such necessary information and reasonable assistance as the the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or other applicable Law. Purchasers shall keep Seller apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC and the DOJ or any other Governmental Authority and shall comply promptly with any such inquiry or request. In connection with the foregoing, Purchasers and the Company shall use their respective reasonable commercial efforts to resolve objections, if any, as may be asserted with respect to the Mergertransactions contemplated hereby under any antitrust or trade or regulatory Laws of any Governmental Authority. Each party In complying with the foregoing, Purchasers and the Company shall use all reasonable commercial measures available to consummate the transactions contemplated hereby. Notwithstanding the foregoing or any other covenant or agreement herein contained, in connection with the receipt of any necessary approvals under the HSR Act or otherwise in respect of the transactions contemplated hereby, neither any party hereto nor any of its reasonable best efforts respective affiliates shall be required to: (i) respond at the earliest practicable date divest or hold separate or otherwise take or commit to take any requests for additional information made by the U.S. Department action that limits such party's or affiliate's freedom of Justice ("DOJ")action with respect to, the Federal Trade Commissionor its ability to retain, ("FTC") administer or operate, any other Governmental Body under any Antitrust Law relating to the Merger of its assets, properties or to any other transaction contemplated herebybusiness; or (ii) act commence any litigation against any person or entity in good faith and reasonably cooperate with order to facilitate the other party in connection with any investigation of the Merger or consummation of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions of this Agreement, each party shall make hereto will use its commercially reasonable efforts to take, or cause to be madetaken, in cooperation with all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other partiestransactions contemplated by this Agreement as soon as practicable after the date hereof, 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 Necessary Approvals and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary, proper 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 (collectively, the "Other Consents") and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such Necessary Approvals and the Other Consents. In furtherance and not in limitation of the foregoing, each of Parent and Company agrees (i) to make (x) as soon as practicable after the date hereof, an appropriate filing (or, with respect to Parent, if applicable, appropriate filings) of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: transactions contemplated hereby and (iy) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ")as promptly as practicable, the Federal Trade Commission, ("FTC") or any all other necessary filings with other Governmental Body under any Antitrust Law Entities relating to the Merger Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to any other transaction contemplated hereby; (ii) act in good faith such laws or by such authorities and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Other Consents under such other laws or from such authorities as soon as practicable and (ii) not to extend any other Antitrust Law with respect to waiting period under the Merger HSR Act or enter into any other transaction contemplated hereby. In connection agreement with the foregoing: (A) whenever possibleFTC or the DOJ not to consummate the transactions contemplated by this Agreement, each party shall give except with the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views consent of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto (which shall participate in any meeting not be unreasonably withheld or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Datedelayed).

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after the Agreement Date, each party shall make or cause to be made, in cooperation with the other parties, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its all commercially reasonable best efforts to: to take all appropriate action to do all things necessary, proper or advisable under applicable Law or otherwise to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ia) respond at obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary to consummate the earliest practicable date to any requests for additional information made transactions contemplated by this Agreement and the U.S. Department of Justice ("DOJ"), the Federal Trade CommissionAncillary Agreements, ("FTC"b) or promptly make all necessary filings, and thereafter make any other Governmental Body required submissions, with respect to this Agreement required under applicable Law and (c) have vacated, lifted, reversed or overturned any Antitrust Law relating to order, decree, ruling, judgment, injunction or other Action in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any consummation of the transactions contemplated hereby by this Agreement and any Governmental Body under Ancillary Agreement. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall permit Acquiror to participate in the defense and settlement of any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice Action relating to this Agreement, the Merger or other transactions contemplated hereby, and the Company shall not settle or compromise any such Action without Acquiror’s written consent. Notwithstanding anything herein, Acquiror shall not be required to take or agree to undertake any action, including entering into any consent decree, hold separate order or other transaction contemplated hereby under arrangement, that would (i) require the divestiture of any Antitrust Law; and (iv) take all other actions reasonably necessary to cause assets of Acquiror, the expiration or termination of the applicable waiting periods under the HSR Act Company or any other Antitrust Law of their Affiliates or (ii) limit Acquiror’s freedom of action with respect to, or its ability to consolidate and control, the Merger Company or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written its assets or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger businesses or any of Acquiror’s or its Affiliates’ other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting assets or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated herebybusinesses. Without limiting the foregoing, the Company shall give promptly such notice to third parties and Parent obtain such third party consents as Acquiror may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Acquiror and Sub shall each use its reasonable best efforts: (1) cooperate with and assist the Company in giving such notices and obtaining such consents; provided, however, that neither Acquiror nor Sub shall have any obligation to avoid give any guarantee or other consideration in connection with any such notice or consent or consent to any change in the entry terms of any Restraint under any Antitrust Law (an "Antitrust Restraint"); Contract that Acquiror in its sole discretion may deem adverse to the interests of Acquiror, Sub or the Company and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)its Subsidiaries.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Following the Agreement Datedate hereof, each party shall make or cause to be made, in cooperation with the other parties, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting use its commercially reasonable efforts to take, or conversation with any Governmental Body in respect of any filings cause to be taken, all action, or inquiry to do, or cause to be done, all things necessary, proper or advisable under any Antitrust Law relating applicable Laws to consummate and make effective the transactions contemplated by this Agreement, the Related Agreements, the Wyeth/Elan Agreements and the Wyeth/King Agreements and to cause the conditions to the Merger or any other transaction contemplated hereby without giving obligations of the other party prior notice hereto and thereto to consummate the transactions contemplated hereby and thereby to be satisfied at the Closing, including (i) obtaining all consents and approvals of, and making all filings and providing all notices to, all Persons and Governmental or Regulatory Authorities and removing any injunctions or other Encumbrances, other than Permitted Encumbrances, on the Purchased Assets, impairments or delays the obtaining or removal of which are necessary, proper or advisable to the consummation of the meeting or conversation andtransactions contemplated by this Agreement, unless prohibited by such Governmental Bodythe Related Agreements, permitting the other party to attend Wyeth/Elan Agreements and participate; the Wyeth/King Agreements and (Cii) if one party is prohibited by applicable Law or commercially reasonable efforts by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; Elan Parent to prepare and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur disseminate as soon as reasonably possible practicable to its shareholders disclosure materials in accordance with the requirements of, or as otherwise as approved by, the UK Listing Authority and the Dublin Stock Exchange for the solicitation of the approval by the Elan Parent's shareholders of the transactions contemplated by this Agreement, and to duly and promptly convene a meeting of such shareholders (the "Elan Shareholders Meeting" and, the scheduled date of such meeting, the "Scheduled Share- holder Vote Date") for the purpose of voting on such approval (such approval, the "Elan Shareholder Approval") and to seek such shareholder action. The Elan Parent's obligations to duly and promptly convene the Elan Shareholders Meeting for the purpose of obtaining the Elan Shareholder Approval shall not be affected by (i) the commencement, public proposal, public disclosure or communication to any of the Elan Companies of any Acquisition Proposal or (ii) the withdrawal or modification by any of the governing bodies of the Elan Companies or any committee thereof of such governing body's or such committee's approval or recommendation of the transactions contemplated by this Agreement, the Related Agreements, the Wyeth/Elan Agreements and the Wyeth/King Agreements. The Elan Parent shall provide the Acquirors a reasonable opportunity to review such disclosure materials before they are disseminated to the Elan Parent's shareholders and the Elan Parent agrees that such disclosure materials shall be true and correct in any event, not later than the Outside Date)all material respects.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the Agreement Dateterms and subject to the conditions set forth in this Agreement, each party shall make of the parties to this Agreement agrees to use its commercially reasonable good faith efforts to take, or cause to be madetaken, in cooperation with the other partiesall actions, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect do, or cause to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date be done, and to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith assist and reasonably cooperate with the other such party in connection doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to (A) cause the conditions precedent set forth in Article VI of this Agreement to be satisfied; (B) obtain all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and prepare and submit all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (C) obtain all consents, approvals or waivers from third parties required as a result of the Merger transactions contemplated in this Agreement; (D) defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (E) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and fully carry out the purposes of, this Agreement. In connection with, and without limiting, the foregoing, ARI and its Board of Directors, and ESP and its Board of Directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Lawthis Agreement, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its their commercially reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as efforts to enable the Closing Merger and the other transactions contemplated by this Agreement to occur be consummated as soon promptly as reasonably possible (practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require ARI or ESP 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 regarding the ability of any of them to conduct their business or to own or exercise control of such assets, properties and in any event, not later than the Outside Date)stock.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the Agreement Dateterms and subject to the conditions set forth in this Agreement, each party of the parties shall make use its commercially reasonable efforts to take, or cause to be madetaken, in cooperation with the other partiesall actions, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect do, or cause to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date be done, and to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith assist and reasonably cooperate with the other party parties in connection doing, all things necessary, proper or advisable to satisfy the conditions precedent set forth in Article VI, and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and by the other Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entity or any regulatory or self regulatory organization and the making of all necessary registrations and filings (including filings with any investigation Governmental Entity or any regulatory or self regulatory organization) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity or any regulatory or self regulatory organization, (ii) the Merger obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger Entity or any other transaction contemplated hereby under any Antitrust Law; regulatory or self regulatory organization vacated or reversed and (iv) take all other actions reasonably the execution and delivery of any additional instruments necessary to cause consummate the expiration or termination transactions contemplated by this Agreement and the other Transaction Documents and to fully carry out the purposes of this Agreement and the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated herebyTransaction Documents. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent the Board shall each use its reasonable best efforts: (1i) take all action necessary to avoid ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any other Transaction Document or the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); transactions contemplated hereby or thereby and (2ii) if any state takeover statute or similar statute or regulation becomes applicable to eliminate every impediment under this Agreement or any Antitrust Law other Transaction Document, take all action necessary to ensure that the transactions contemplated hereby and thereby may be asserted consummated as promptly as practicable on the terms contemplated by any Governmental Body so as this Agreement and the other Transaction Documents and otherwise to enable minimize the Closing to occur as soon as reasonably possible (effect of such statute or regulation on the transactions contemplated hereby and in any event, not later than the Outside Date)thereby.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions herein provided, each party of the Parties hereto agrees to use its Commercially Reasonable Efforts to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including the satisfaction of all conditions thereto set forth herein. Such actions shall make or cause include, without limitation, exerting their Commercially Reasonable Efforts to be madeobtain the consents, in cooperation with authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the transactions contemplated hereby, and effecting all other partiesnecessary registrations and filings, an appropriate filing of a Notification and Report Form pursuant to including, without limitation, filings under applicable laws, including the HSR Act and all other necessary filings with respect the CPUC, FERC (including applications to transfer the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"Facilities Switchyard), the Federal Trade Commission, ("FTC") or and any other Governmental Body under Authority. All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either Party before any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party regulatory authority in connection with any investigation of the Merger or of any approval of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) shall be subject to the extent permitted by Lawjoint approval or disapproval in advance and the joint control of Purchaser and Seller, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection acting with the foregoing: (A) whenever possibleadvice of their respective counsel, each party shall give it being the other party reasonable prior notice of any written or oral communication with, intent that the Parties will consult and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advancecooperate with one another, and consider in good faith the views of the other in connection withone another, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information such appearance, presentation, brief, and proposal; provided that in the event of a disagreement concerning any such appearance, presentation, brief, or proposals submitted 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 (unless requested by the CPUC), may engage in private meetings or in camera proceedings with members and/or representatives of the CPUC if it reasonably apprises Purchaser of the nature of such meetings or proceedings. Each Party will provide the other with copies of all written communications from Governmental Body in connection with proceedings under any Antitrust Law Authorities relating to the Merger approval or any other transaction disapproval of the transactions contemplated hereby. Without limiting by the foregoingAgreement, the Company Ancillary Agreements, and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)Collateral Agreement.

Commercially Reasonable Efforts. (a) No later than Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each of the parties to this Agreement will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI are satisfied and to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) obtaining all necessary actions or non-actions, waivers, consents and approvals from (A) any Governmental Entity and (B) any Clients and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, (I) any Governmental Entity and (II) any Client, (ii) making, as promptly as practicable (and in any event within ten (10) Business Days after the Agreement Date, each party shall make or cause to be made, in cooperation with the other partiesDays), an appropriate filing with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party transactions contemplated hereby, which filings shall use its reasonable best efforts to: (i) respond at specifically request early termination of the earliest practicable date to any requests for additional information made waiting period prescribed by the U.S. Department of Justice ("DOJ")HSR Act, and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the Federal Trade CommissionHSR Act, ("FTC"iii) or any other Governmental Body making, as promptly as practicable, appropriate filings under any Antitrust Law relating Foreign Merger Control Law, if required, (iv) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to the Merger be obtained or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party taken in connection with any investigation of the Merger or transactions contemplated by this Agreement, (v) subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby by this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by LawEntity vacated or reversed, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (ivvi) take all other actions reasonably executing and delivering any additional instruments necessary to cause consummate the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction transactions contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit to fully carry out the other to review and discuss in advance, and consider in good faith the views purposes of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)this Agreement.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions hereof, each party shall make the parties will use commercially reasonable efforts to take, or cause to be madetaken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, including (i) 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 obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Entity in cooperation with order to consummate the Mergers or any of the other partiestransactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by as promptly as practicable after the date hereof and to supply as promptly as practicable any Governmental Body under any Antitrust Law; (iii) additional information and documentary material that may be requested pursuant to the extent permitted by Law, furnish HSR Act and to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Nothing in this Section shall require either party to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of such party or the conduct of its business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Antitrust Law with respect to the Merger Person or for any other transaction contemplated hereby. In connection with the foregoing: reason (A) whenever possibleany such sale, each party holding separate or other disposition or conduct of business shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other be referred to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending herein as a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date“Burdensome Condition”).

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Following the Agreement Datedate hereof, each party shall make or cause to be made, in cooperation with the other parties, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting use its commercially reasonable efforts to take, or conversation with any Governmental Body in respect of any filings cause to be taken, all action, or inquiry to do, or cause to be done, all things necessary, proper or advisable under any Antitrust Law relating applicable Laws to consummate and make effective the transactions contemplated by this Agreement, the Related Agreements, the Wyeth/Elan Agreements and the Wyeth/King Agreements and to cause the conditions to the Merger or any other transaction contemplated hereby without giving obligations of the other party prior notice hereto and thereto to consummate the transactions contemplated hereby and thereby to be satisfied at the Closing, including (i) obtaining all consents and approvals of, and making all filings and providing all notices to, all Persons and Governmental or Regulatory Authorities and removing any injunctions or other Encumbrances, other than Permitted Encumbrances, on the Purchased Assets, impairments or delays the obtaining or removal of which are necessary, proper or advisable to the consummation of the meeting or conversation andtransactions contemplated by this Agreement, unless prohibited by such Governmental Bodythe Related Agreements, permitting the other party to attend Wyeth/Elan Agreements and participate; the Wyeth/King Agreements and (Cii) if one party is prohibited by applicable Law or commercially reasonable efforts by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; Elan Parent to prepare and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur disseminate as soon as reasonably possible practicable to its shareholders disclosure materials in accordance with the requirements of, or as otherwise as approved by, the UK Listing Authority and the Dublin Stock Exchange for the solicitation of the approval by the Elan Parent's shareholders of the transactions contemplated by this Agreement, and to duly and promptly convene a meeting of such shareholders (the "Elan Shareholders Meeting" and, the scheduled date of such meeting, the "Scheduled Shareholder Vote Date") for the purpose of voting on such approval (such approval, the "Elan Shareholder Approval") and to seek such shareholder action. The Elan Parent's obligations to duly and promptly convene the Elan Shareholders Meeting for the purpose of obtaining the Elan Shareholder Approval shall not be affected by (i) the commencement, public proposal, public disclosure or communication to any of the Elan Companies of any Acquisition Proposal or (ii) the withdrawal or modification by any of the governing bodies of the Elan Companies or any committee thereof of such governing body's or such committee's approval or recommendation of the transactions contemplated by this Agreement, the Related Agreements, the Wyeth/Elan Agreements and the Wyeth/King Agreements. The Elan Parent shall provide the Acquirors a reasonable opportunity to review such disclosure materials before they are disseminated to the Elan Parent's shareholders and the Elan Parent agrees that such disclosure materials shall be true and correct in any event, not later than the Outside Date)all material respects.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Notwithstanding anything in this Agreement to the Agreement Datecontrary, each party shall the parties hereto agree to make or cause to be made, in cooperation with the other parties, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by applicable foreign Antitrust Laws with respect to the Merger. Each party shall use its reasonable best efforts to: Transactions as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (iprovided that the filing of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) respond at Business Days after the earliest date hereof) and to supply as promptly as practicable date to any requests for additional information made by and documentary material that may be requested pursuant to the U.S. Department of Justice ("DOJ")HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade CommissionCommission Act, ("FTC") as amended, or any other Governmental Body under any federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Law relating Laws”). The parties shall consult, coordinate and cooperate with, and give due consideration to the Merger all reasonable additions, deletions, or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with changes suggested by the other party in connection with with, making any investigation of the Merger or filing of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declarationapplication, notification, registration and notice relating to the Merger report or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another submission in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated herebysuch Antitrust Laws. Without limiting the foregoing, each of the parties hereto agrees to use its commercially reasonable efforts to (i) keep the other party informed of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the Transactions and (ii) provide each other with copies of all material written communications to or from any Governmental Entity relating to any Antitrust Laws (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals submitted to any such Governmental Entity). Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Agreement shall be deemed to require Parent to agree to, proffer to, suggest, propose, negotiate, commit to, or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation of any assets or any portion of any business of Parent, the Company or any of their respective Affiliates and Parent the Company shall each use its reasonable best efforts: (1) to avoid not, without the entry prior written consent of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by Parent, publicly or before any Governmental Body so as to enable Entity or third party, take any action or make any statement or proposal inconsistent with the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)foregoing.

Commercially Reasonable Efforts. (a) No later than ten Subject to the terms and conditions of this Agreement (10) Business Days after the Agreement Dateincluding Section 4.3 and Section 4.4(c)), each party of Magellan and One Stone shall make cooperate with the other and use (and shall cause its respective Subsidiaries to use) its commercially reasonable efforts to (i) take, or cause to be madetaken, all actions, and do, or cause to be done, all things, 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 cooperation the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority 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) defend any lawsuits or other Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, an appropriate filing of a Notification and Report Form pursuant to “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ")Act, the Federal Trade CommissionCommission Act, as amended, and all other Applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. ("FTC"b) or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act In furtherance and not in good faith and reasonably cooperate with the other party in connection with any investigation limitation of the Merger foregoing, each of Magellan and One Stone shall use its commercially reasonable efforts to (i) take all action necessary to ensure that no state takeover statute or of similar Applicable Law is or becomes applicable to any of the transactions contemplated hereby and (ii) if any state takeover statute or similar Applicable Law becomes applicable to any of the transactions contemplated hereby, take all action necessary to ensure that such transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Applicable Law on the transaction. (c) Magellan and One Stone (including by causing their respective Subsidiaries) agree to use their reasonable best efforts to (i) resolve any objections that a Governmental Body Authority or other Person may assert under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction transactions contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding (ii) avoid or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, eliminate each and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body Authority with respect to the transactions contemplated hereby, in each case, so as to enable the Closing to occur as soon promptly as reasonably possible (practicable and in any event, not event no later than the Outside Date).. Section 4.5

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions hereof, each party shall make the parties will use commercially reasonable efforts to take, or cause to be madetaken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, including (i) 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 obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Entity in cooperation with order to consummate the Mergers or any of the other partiestransactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by as promptly as practicable after the date hereof and to supply as promptly as practicable any Governmental Body under any Antitrust Law; (iii) additional information and documentary material that may be requested pursuant to the extent permitted by Law, furnish HSR Act and to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Nothing in this Section shall require either party to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of such party or the conduct of its business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Antitrust Law with respect to the Merger Person or for any other transaction contemplated hereby. In connection with the foregoing: reason (A) whenever possibleany such sale, each party holding separate or other disposition or conduct of business shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other be referred to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending herein as a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust RestraintBurdensome Condition"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).

Commercially Reasonable Efforts. Stockmans will (aand will cause the Stockmans Subsidiaries to) No later than ten use its commercially reasonable efforts to obtain and to assist Company in obtaining all necessary approvals, consents and orders, including but not limited to approval of the FDIC, FRB, the Oregon Director and California DFI, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and conditions set forth in this Agreement, Stockmans shall cooperate with Company and use (10and shall cause each Stockmans Subsidiary to use) Business Days after the Agreement Date, each party shall make reasonable best efforts to take or cause to be madetaken all actions, in cooperation with and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Mergers and the other partiestransactions contemplated by this Agreement as soon as practicable, an appropriate including preparing and filing of a Notification as promptly as practicable all documentation to effect all necessary notices, reports and Report Form pursuant other filings and to obtain as promptly as practicable all consents, 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 HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") Mergers or any of the other Governmental Body under any Antitrust Law transactions contemplated by this Agreement. Subject to applicable laws relating to the Merger or exchange of information, Stockmans shall provide Company an opportunity to any other transaction contemplated hereby; (ii) act review in good faith advance, and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law practicable will consult with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, Company and consider in good faith the views of the other Company in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none all of the parties hereto shall participate information relating to Company and Company Subsidiaries that appears in any meeting filing made with, or conversation written materials submitted to, any third party and/or any governmental entity in connection with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving Mergers and the other party prior notice of transactions contemplated by this Agreement. In exercising the meeting or conversation andforegoing rights, unless prohibited Company shall act reasonably and as promptly as practicable. Stockmans shall, upon request by such Governmental BodyCompany, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversationfurnish Company with all information concerning itself, the attending party shall keep the Stockmans Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another necessary or advisable in connection with any information statement, filing, notice or proposals submitted application made by or on behalf of Stockmans, Company or any of the Company Subsidiaries or Stockmans Subsidiaries to a Governmental Body any third party and/or any governmental entity in connection with proceedings under any Antitrust Law the Mergers and the transactions contemplated by this Agreement. Subject to applicable law, Stockmans shall keep Company apprised of the status of matters relating to completion of the Merger transactions contemplated hereby, including promptly furnishing Company with copies of notices or other communications received by Stockmans or any Stockmans Subsidiary, from any third party and/or any governmental entity with respect to such transactions other transaction contemplated hereby. Without limiting than routine communications from employees and shareholders that do not indicate dissent from support of the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)transactions.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the Agreement Dateterms and subject to the conditions set forth in this Agreement, each party shall make of the parties agrees to use its commercially reasonable best efforts to take, or cause to be madetaken, in cooperation all actions, and to do, or cause to be done, and to assist and cooperate with the other partiesparties in doing, an appropriate filing of a Notification all things necessary, proper or advisable to consummate and Report Form pursuant to make effective, in the HSR Act with respect to most expeditious manner practicable, the Merger. Each party shall use its Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts toto accomplish the following: (i) respond at obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the earliest practicable date making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any requests for additional information made suit, claim, action, investigation or proceeding by the U.S. Department of Justice ("DOJ")any Governmental Entity, the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in good faith this Agreement, (iii) defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution or delivery of any additional instruments reasonably cooperate with necessary to consummate the other party in transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Kitara and its board of directors and Health Guru and its board of directors, shall, if any investigation of state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Lawthis Agreement, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its commercially reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as efforts to enable the Closing Merger and the other transactions contemplated by this Agreement to occur be consummated as soon promptly as reasonably possible (practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Kitara or Health Guru 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 or their Affiliates to conduct their business or to own or exercise control of such assets, properties and in any event, not later than the Outside Date)stock.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions of this Agreement, and without limiting any of the provisions of Section 6.1, each party shall make will cooperate and consult with the other party with respect to, and will use its commercially reasonable efforts to take, or cause to be madetaken, in cooperation with all actions and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the Amalgamation and the other partiestransactions contemplated by this Agreement as promptly as practicable after the date hereof, including (i) preparing an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ")Act, the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with preparing all appropriate filings required pursuant to the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; Turkish Regulation, (iii) preparing all appropriate filings required pursuant to the German Regulation, (iv) to the extent permitted the Indian Regulation is in effect and requires by its terms the receipt of the Indian Approval prior to consummation of the Amalgamation, preparing all appropriate filings required pursuant to the Indian Regulation, (v) responding to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Competition Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (ivvi) take taking all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Law as soon as practicable and refrain from extending any waiting period under the HSR Act or any other Antitrust Competition Law or enter into any agreement with respect a Governmental Entity not to consummate the Merger or any other transaction transactions contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication withby this Agreement, and any proposed understanding or agreement with(vii) preparing all other necessary applications, any Governmental Body regarding any filings, formsregistrations, declarations, notifications, registrations or notices, filings and permit other documents and obtaining as promptly as practicable all other 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 other to review and discuss in advance, and consider in good faith the views Amalgamation or any of the other in connection with, any proposed written or oral communication, understanding or agreement transactions contemplated by this Agreement with any other Governmental Body with respect to the Merger or Entities under any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)Competition Law.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the Agreement Dateterms and subject to the conditions set forth in this Agreement, each party shall make or cause to be made, in cooperation with of the other parties, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall parties hereto will use its commercially reasonable best efforts to: to (i) respond at obtain all necessary actions or nonactions, waivers and Consents from Governmental Entities and the earliest practicable date making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to any requests for additional information made by the U.S. Department of Justice ("DOJ")obtain an approval or waiver from, the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to avoid an action or proceeding by, any other transaction contemplated hereby; Governmental Entity and (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger obtain all necessary material Consents or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated herebywaivers from third parties. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each will use its commercially reasonable best efforts: efforts to (1) ensure that no state takeover statute or similar statute or regulation is or becomes applicable to avoid the entry of Transaction, the Reorganization, any Restraint under other transactions contemplated hereby, this Agreement or any Antitrust Law (an "Antitrust Restraint"); and Ancillary Agreement, (2) if any state takeover statute or similar statute or regulation becomes applicable to eliminate every impediment under the Transaction, the Reorganization, any Antitrust Law other transactions contemplated hereby, this Agreement or any Ancillary Agreement, ensure that the Transaction, the Reorganization and the other transactions contemplated hereby may be asserted consummated as promptly as practicable on the terms contemplated by this Agreement and the Ancillary Agreements and otherwise minimize the effect of such statute or regulation on the Transaction, the Reorganization and the other transactions contemplated hereby and (3) defend any Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transaction, the Reorganization and the other transactions contemplated hereby and thereby, including seeking to have vacated or reversed any Judgment entered by any court or other Governmental Body so as Entity that would restrain, prevent or delay the Closing; provided, however, that with respect to enable this clause (3), (x) at the Closing Company’s request, Investor will use commercially reasonable efforts to occur as soon as reasonably possible assist the Company in connection with any such Proceedings, (and y) Investor will have the right to participate in any event, such Proceedings and (z) the Company will not later than settle any such Proceedings without the Outside Date)prior written consent of Investor.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the Agreement Dateterms and subject to the conditions set forth in this Agreement, each party shall make of the parties agrees to use commercially reasonable efforts to diligently take, or cause to be madetaken, in cooperation all actions, and to do, or cause to be done, and to assist and cooperate with the other partiesparties in doing, an appropriate filing of a Notification all things necessary, proper or advisable to consummate and Report Form pursuant make effective, in the most expeditious manner practicable, the Company Common Stock Purchase and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts tofollowing: (i) respond at the earliest practicable date obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any requests for additional information made suit, claim, action, investigation or proceeding by the U.S. Department of Justice ("DOJ")any Governmental Entity, the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in good faith this Agreement, (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution or delivery of any additional instruments reasonably cooperate with necessary to consummate the other party in transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors, and the Company and its board of directors, shall, if any investigation of state takeover statute or similar statute or regulation is or becomes applicable to the Merger Company Common Stock Purchase, this Agreement or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Lawthis Agreement, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party use commercially reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as efforts to enable the Closing Company Common Stock Purchase and the other transactions contemplated by this Agreement to occur be consummated as soon promptly as reasonably possible (practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself 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 in any event, not later than the Outside Date)stock.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the Agreement Dateterms and subject to the conditions set forth in this Agreement, each party of the parties hereto shall make use commercially reasonable efforts to take, or cause to be madetaken, in cooperation all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Agreements, including (a) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, an appropriate filing and (c) the execution and delivery of a Notification any additional instruments necessary to consummate the transactions contemplated by this Agreement and Report Form pursuant the other Transaction Agreements and to fully carry out the HSR Act purposes of this Agreement and the other Transaction Agreements. -27- <PAGE> Section 4.5 Public Announcements. No party to this Agreement (nor any agent or Representative thereof) will make any disclosure or public announcement with respect to this Agreement, the Merger. Each other Transaction Agreements and the transactions contemplated hereby and thereby without the written approval of the other party; provided that any party may make such disclosure (including filings with the SEC) or public announcement if it is advised by counsel that such disclosure or public announcement is legally advisable in light of the prior public disclosure practice of such party (in which case such party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate consult with the other party in connection with any investigation of the Merger regarding such disclosure or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) public announcement prior to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination making of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated herebysuch disclosure). In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).Section 4.6

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the Agreement Date, each party shall make or cause to be made, in cooperation with the other parties, an appropriate filing of a Notification terms and Report Form pursuant subject to the HSR Act with respect to conditions of this Agreement, the Merger. Each party Company may issue Common Shares through an Agent, and the Agent shall use its commercially reasonable best efforts to: consistent with customary trading and sales practices to sell Common Shares, with an aggregate Sales Price of up to the Maximum Program Amount, based on and in accordance with such number of Issuance Notices as the Company shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Common Shares sold under this Agreement equals the Maximum Program Amount or this Agreement is otherwise terminated. On any Trading Day, the Company shall sell Common Shares through only one of the Agents, but in no event through more than one of the Agents, and the Company shall give at least one business day prior written notice by facsimile or email to the Agents to notify them of any change of the Agent through whom the sale of Common Shares will be effected. The requirement that the Company sell Common Shares pursuant to this Agreement through only one of the Agents on any Trading Day shall not apply to sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons as to which any of BMOCMC, KBCM or Jefferies is acting for the Company in a capacity other than as Agent under this Agreement. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of an Issuance Notice, and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Agent will use its commercially reasonable efforts consistent with customary trading and sales practices to sell such Issuance Shares up to the amount specified into the Principal Market, and otherwise in accordance with the terms of such Issuance Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Agent may sell Issuance Shares in the manner described in Section 2.01(c) herein. The Company acknowledges and agrees that (i) respond at there can be no assurance that the earliest practicable date Agent will be successful in selling Issuance Shares and (ii) the Agent will incur no liability or obligation to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") Company or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required Person if it does not sell Issuance Shares for any filing, form, declaration, notification, registration reason other than a failure by the Agent to use its commercially reasonable efforts consistent with customary trading and notice relating sales practices to the Merger or any other transaction contemplated hereby sell such Issuance Shares as required under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated herebythis Section 2.01. In connection with the foregoing: (A) whenever possibleacting hereunder, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, Agent will be acting as agent for the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so not as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)principal.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Upon the Agreement Dateterms and subject to the conditions set forth in this Agreement, each party shall make of the parties agrees to use commercially reasonable efforts to take, or cause to be madetaken, in cooperation all actions, and to do, or cause to be done, and to assist and cooperate with the other partiesparties in doing, an appropriate filing of a Notification all things necessary, proper or advisable to consummate and Report Form pursuant make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts tofollowing: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department taking of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably acts necessary to cause the expiration conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or termination nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including the filings set forth on Section 5.3 of the applicable waiting periods under Company Disclosure Schedule, and (iii) the HSR Act obtaining of all necessary consents, approvals or any other Antitrust Law with respect to the Merger or any other transaction contemplated herebywaivers from third parties. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use 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. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its reasonable best efforts: 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 its Board of Directors shall (1) take all action necessary to avoid ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the entry Merger or any of any Restraint under any Antitrust Law (an "Antitrust Restraint"); the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to eliminate every impediment under this Agreement, the Merger or any Antitrust Law 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 asserted 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 Section 5.3 shall require Parent or any of its Subsidiaries, whether as a condition to obtaining any approval from a Governmental Body so Entity or any other person or for any other reason, to sell, divest or otherwise dispose of, or permit the sale, divestiture or other disposition of, (A) any assets of the Company or any of its Subsidiaries to the extent that the value of such assets would be material to the Company and its Subsidiaries, taken as a whole, or (B) any assets of Parent or any of its Subsidiaries to enable the Closing extent that the value of such assets of Parent or any of its Subsidiaries would, if owned by the Company or any of its Subsidiaries, be material to occur the Company and its Subsidiaries, taken as soon as reasonably possible (and in any event, not later than the Outside Date)a whole.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Notwithstanding anything in this Agreement to the Agreement Datecontrary, each party shall the parties hereto agree to make or cause to be made, in cooperation with the other parties, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by applicable foreign Antitrust Laws with respect to the Merger. Each party shall use its reasonable best efforts to: Transactions as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (iprovided that the filing of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) respond at Business Days after the earliest date of this Agreement) and to supply as promptly as practicable date to any requests for additional information made by and documentary material that may be requested pursuant to the U.S. Department of Justice ("DOJ")HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade CommissionCommission Act, ("FTC") as amended, or any other Governmental Body under any federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith Laws”). The parties shall also consult and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advanceone another, and consider in good faith the views of the other in connection withone another, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information filings or proposals other submissions made or submitted to a Governmental Body by or on behalf of any party hereto in connection with proceedings under any Antitrust Law or relating to the Merger or any other transaction contemplated herebysuch Antitrust Laws. Without limiting the foregoing, each of the parties hereto agrees to use its commercially reasonable efforts to (i) keep the other party informed of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the Transactions and (ii) provide each other with copies of all material written communications to or from any Governmental Entity relating to any Antitrust Laws (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals submitted to any such Governmental Entity). Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry or any of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)their respective Affiliates.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Without in any way limiting any other respective obligation of the Agreement DateCompany or any Commitment Party in this Agreement, each party Party shall make use (and the Company shall cause the other Debtors to use) commercially reasonable efforts to take or cause to be madetaken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in cooperation with order to consummate and make effective the other partiestransactions contemplated by this Agreement and the Plan, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its including using commercially reasonable best efforts toin: (i) respond at the earliest timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable date all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") third party or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated herebyEntity; (ii) act in good faith and reasonably cooperate cooperating with the other party in connection with any investigation of the Merger or defense of any Legal Proceedings in any way challenging (A) this Agreement, the Plan, the Registration Rights Agreement or any other Transaction Agreement, (B) the BCA Approval Order, the P lan Solicitation Order, the Confirmation Order or the DIP Orders or (C) the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Body under any Antitrust LawEntity vacated or reversed; and (iii) working together in good faith to finalize the extent permitted by LawCompany Organizational Documents, furnish Transaction Agreements, the Registration Rights Agreement and all other documents relating thereto for timely inclusion in the Plan and filing with the Bankruptcy Court. (b) Subject to each other all information required for any filing, form, declaration, notification, registration and notice applicable Laws or applicable rules relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; exchange of information, and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection in accordance with the foregoing: (A) whenever possibleRestructuring Support Agreement, each party the Commitment Parties and the Company shall give have the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other right to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none practicable each will consult with the other on all of the parties hereto shall participate information relating to Commitment Parties or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any meeting filing made with, or conversation written materials submitted to, any third party and/or Governmental Entity in connection with any Governmental Body the transactions contemplated by this Agreement or the P lan; provided, however, that the Commitment Parties are not required to provide for review in respect of any filings advance declarations or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another evidence submitted in connection with any information or proposals submitted to a Governmental Body in connection filing with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).Bankruptcy 46

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions of this Agreement, each party shall make Buyer, Buyer Parent and the Company will use their commercially reasonable efforts to take, or cause to be madetaken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Buyer, Buyer Parent and the Company will promptly, and in cooperation with any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other partiesdocuments necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, an appropriate filing respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer, Buyer Parent and the Company will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer, Buyer Parent and the Company will keep each other informed of a Notification the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Report Form pursuant Schedule 3.3. The Company, Buyer and Buyer Parent agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the HSR Act with respect transactions contemplated by this Agreement. In addition to and not in limitation of the Merger. Each party shall use its reasonable best efforts to: foregoing, each of the parties will (i) respond promptly take all actions necessary to make the filings required of Buyer, Buyer Parent and the Company or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date to with any requests request for additional information made received by the U.S. Department of Justice ("DOJ"), such party or its Affiliates or Subsidiaries from the Federal Trade Commission, Commission (the "FTC") or any other Governmental Body under any the Antitrust Law relating Division of the Department of Justice (the "Antitrust Division") pursuant to the Merger or to any other transaction contemplated hereby; HSR Act, (iiiii) act in good faith and reasonably cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation of or other inquiry concerning the Merger or of any of the transactions other matters contemplated hereby by any Governmental Body under any this Agreement commenced by either the FTC or the Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger Division or any other transaction contemplated hereby under any Antitrust Law; state attorneys general and (iv) take all other actions reasonably necessary to cause the expiration or request early termination of the applicable waiting periods period under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)Act.

Commercially Reasonable Efforts. Subject to the terms and conditions set forth in the Merger Agreement, each of the parties agrees to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under law to consummate all of the transactions contemplated by the Merger Agreement, including the Offer, the Top-Up Option and the Merger, including (ai) No 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 cause the expiration of any applicable waiting periods, (iii) obtaining any material consent, authorization or approval of any private third person required to be obtained by such party or any of its respective subsidiaries in connection with the transactions contemplated by the Merger 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 actions by or with respect to any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement each of the parties also agrees to (i) make all appropriate filings pursuant to any applicable antitrust laws with respect to the transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement and in no event later than ten fifteen (1015) Business Days after the Agreement Date, each party shall make or cause to be made, in cooperation with the other parties, an appropriate filing date of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; Agreement, (ii) act in good faith supply as promptly as practicable any additional information or documents that may be requested and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary use commercially reasonable efforts to cause the expiration or termination of the any applicable waiting periods under or the HSR Act or taking of any other Antitrust Law actions by or with respect to such antitrust laws as soon as practicable, (iii) contest and resist any action and have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent that restricts, prevents or prohibits the consummation of the Offer or the Merger under any antitrust laws, (iv) subject to applicable law relating to the exchange of information, notify the other party upon receipt of (x) any comments from any governmental authorities in connection with any filings under antitrust laws made pursuant hereto; and (y) any request by any governmental authority for amendments or supplements to any antitrust filings made pursuant to, or information provided to comply in all material respects with, any law, (v) give the other party notice of the commencement or overt threat of commencement of any legal proceeding by or before any governmental authority with respect to the transactions contemplated by the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give Agreement and keep the other party reasonable prior notice reasonably informed as to the status of any written such legal proceeding or oral communication withovert threat, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (Bvi) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving inform the other party prior notice of any communication to or from any governmental authority regarding the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or transactions contemplated by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date)Agreement.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions hereof, each party shall make the parties will use commercially reasonable efforts to take, or cause to be madetaken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, including (i) 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 obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in cooperation with order to consummate the Merger or any of the other partiestransactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by as promptly as practicable after the date hereof and to supply as promptly as practicable any Governmental Body under any Antitrust Law; (iii) additional information and documentary material that may be requested pursuant to the extent permitted by Law, furnish HSR Act and to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Nothing in this Section shall require FNF and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of FNF or its Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Antitrust Law with respect to the Merger Person or for any other transaction contemplated hereby. In connection with the foregoing: reason (A) whenever possibleany such sale, each party holding separate or other disposition or conduct of business shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other be referred to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending herein as a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust RestraintBurdensome Condition"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after Subject to the Agreement Dateterms and conditions of this Agreement, each party shall make will use its commercially reasonable efforts in good faith to take, or cause to be madetaken, in cooperation all actions and to do, or cause to be done, and to assist and cooperate with the other partiesparties in doing, all things necessary, proper or advisable under applicable Legal Provisions to consummate the transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to the Closing to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from FINRA or any Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an appropriate filing approval or waiver from, or to avoid an action or Proceeding by, FINRA or any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties (provided that if obtaining any such consent, approval or waiver would require any action other than the payment of a Notification and Report Form pursuant nominal amount, such action shall be subject to the HSR Act with respect consent of the Buyer and the Sellers, not to be unreasonably withheld), (iv) the Mergerdefending of any proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, 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 and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party shall use its reasonable best efforts toalso 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 to the contrary contained in this Agreement, Buyer shall have no obligation under this Agreement: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating commit to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or dispose of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).Assets;