Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its commercially reasonable efforts, prior to, at and after the Distribution Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requested.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, each of the Parties shall parties agrees to use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably actions that are necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the Ancillary Agreementstransactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4. (b) Without limiting Subject to applicable Law relating to the foregoingexchange of information, prior toVMware and Pivotal shall each have the right to review in advance, at and after to the Distribution Time, extent practicable each Party shall cooperate consult with the other Partiesin connection with, all of the information relating to VMware or Pivotal, as the case may be, and without any further considerationof their respective Subsidiaries, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings that appears in any filing made with, and to obtain all consents, approvals or authorizations ofwritten materials submitted to, any Governmental Authority third party or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent Entity in connection with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) Merger and the other transactions contemplated hereby and therebyby this Agreement. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requested.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, each of the Parties shall parties agrees to use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement or the Voting Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing set forth in Article VI to be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the Ancillary Agreementsmaking of all necessary registrations and filings; and (iii) the obtaining of all necessary waivers, consents, approvals or authorizations from third parties. The Company and Parent shall provide such assistance, information and cooperation to each other as is reasonably required to obtain any such actions, nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other party promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and shall supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any current assets (whether tangible or intangible) or any portion of any current business of Parent, the Company or any of their respective Subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative brought by a Governmental Entity, (1) challenging or seeking to restrain or prohibit the consummation of the Merger or any other transaction contemplated by this Agreement or the Voting Agreement, (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective Affiliates of a material portion of the current business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the current business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, as a result of the Merger or any other transaction contemplated by this Agreement or the Voting Agreement, or (3) seeking to prohibit Parent or any of its Affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its Subsidiaries. (b) Without In connection with and without limiting the foregoing, prior tothe Company and its Board of Directors shall (i) take all commercially reasonable action necessary to ensure that no state takeover statute or similar statute, at and after rule or regulation is or becomes applicable to this Agreement, the Distribution TimeVoting Agreement, each Party shall cooperate with the Merger or any of the other Partiestransactions contemplated by this Agreement or the Voting Agreement and (ii) if any state takeover statute or similar statute or, and without any further considerationrule or regulation becomes applicable to this Agreement, to cause to be executed and delivered all instrumentsthe Voting Agreement, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority the Merger or any other person under any permittransactions contemplated by this Agreement or the Voting Agreement, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested commercially reasonable action necessary to take by any other Party from time to time, consistent with ensure that the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) Merger and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party by this Agreement or the Voting Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement or the Voting Agreement and otherwise to minimize the effect of such statute, rule or regulation on this Agreement, the Voting Agreement, the Merger and the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority transactions contemplated by this Agreement or third party from whom such consents, approvals, substitutions and amendments are requestedthe Voting Agreement.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere in terms and conditions of this Agreement, each of the Parties shall will use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements Law to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered all instrumentsAgreement, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its using commercially reasonable efforts to obtainaccomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions to the Closing to be satisfied, (ii) the obtaining of all legally required approvals or consents from FINRA or any United States, foreign, national, federal, state, provincial, municipal, county, regional or local governmental or quasi-governmental or regulatory authority (including FINRA, the SEC, a national securities exchange or other self-regulatory organization), any political subdivision, agency, commission, authority, department, division or instrumentality thereof, any court, arbitral tribunal, arbitrator or other dispute mediator, or cause any other similar domestic or foreign entity (collectively, a “Governmental Entity”), 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 be obtained, any consent, substitution, obtain an approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilitieswaiver from, or to obtain avoid an action or proceeding by, FINRA or any Governmental Entity, and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each Party shall also refrain from taking, directly or indirectly, any action contrary or inconsistent with the provisions of this Agreement, including action that would impair such Party’s ability to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary, nothing in writing this Agreement shall require, or be construed to require any Party to agree to, (i) sell, hold, divest, discontinue or limit any assets, businesses or interests; (ii) take any action that could reasonably be expected to result in a material adverse effect on Manorhaven, taken as a whole, or the unconditional release incurrence of all parties to such arrangements other than a material liability by the Seller or their affiliates; (iii) make any member material modification or waiver of the LFCM Companiesterms and conditions of this Agreement; or (iv) commence, so thatprosecute, in defend or settle any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedlegal proceeding.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere in this Agreementconditions set forth herein, each of the Parties shall agrees to use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things, things reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (ii) the obtaining of all necessary, appropriate or desirable actions or nonactions, waivers, consents, approvals, orders and make effective the transactions contemplated by this Agreement authorizations from Governmental Entities and the Ancillary Agreements. making of all necessary registrations, declarations and filings with any Person (bincluding registrations, declarations and filings with Governmental Entities, if any); (iii) Without limiting the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered obtaining of all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all necessary consents, approvals or authorizations ofwaivers from third parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions (other than any suits, claims, actions, investigations or proceedings brought by a Governmental Authority Entity); and (v) the execution or delivery of any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals)additional instruments necessary to consummate the transactions contemplated by, and to take all fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, neither Grifols nor any of its Affiliates shall be under any obligation to, nor, without Grifols’s prior written consent (which consent may be withheld in Grifols’s sole discretion), shall the Company, (x) make proposals, execute, agree or consent to or carry out agreements or submit to any Order (A) providing for the sale or other disposition or holding separate of any assets of Grifols, any of its Affiliates or Subsidiaries or any of their Affiliates, or the Company or the holding separate of any capital stock of any such other actions as Person, or imposing or seeking to impose any limitation on the ability of Grifols or any of its Affiliates, to own such Party may reasonably be requested assets or to take by any other Party from time to timeacquire, consistent with the terms hold or exercise full rights of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes ownership of this Agreement and the Ancillary Agreements and each capital stock of the Separation and Recapitalization Company, or (including B) imposing or seeking to impose (1) any limitation whatsoever on the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distributionbusiness activities of Grifols or any of its Affiliates or (2) and any limitation on the other transactions contemplated hereby and thereby. (c) Each business activities of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtainCompany, or cause (y) otherwise take any step to avoid or eliminate any impediment which may be obtainedasserted or requested under any Applicable Law governing competition, any consent, substitution, approval monopolies or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedrestrictive trade practices.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere in terms and conditions of this AgreementAgreement and applicable Law, each of the Parties parties shall act in good faith and use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their directors, officers, employees, agents, attorneys, accountants and representatives (and their respective subsidiaries' directors, officers, employees, agents, attorneys, accountants and representatives), to (i) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Government entity (including promptly filing with the United States Federal Trade Commission (the "FTC") and the Ancillary AgreementsAntitrust Division of the United States Department of Justice (the "Department of Justice") pursuant to the HSR Act all requisite documents and notifications in connection with the transactions contemplated by this Agreement) or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (ii) provide all such information concerning such party, its subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the foregoing including clause (i) above; (iii) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not be required to agree to any divestiture by the Buyer or any of the Sellers or any of their respective subsidiaries (A) of shares of capital stock or membership interests, or (B) of any of their respective businesses, assets, properties or product lines, or the imposition of any material limitation on the ability of any of them to conduct their respective businesses (including the Fastener Business) or to own or exercise control of such business, assets, properties, product lines or stock. (b) Without limiting The Parent and the foregoing, prior to, at and after the Distribution Time, each Party Buyer shall cooperate with keep the other Parties, and without any further consideration, reasonably apprised of the status of matters relating to cause to be executed and delivered all instrumentsthe completion of the transactions contemplated hereby, including instruments promptly furnishing the other with copies of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture notices or other instrument (including any Consents communications received by either of them or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party of their respective subsidiaries, from time any third party and/or any Government entity with respect to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and therebyby this Agreement. (c) Each In the case of any Fastener Business Contracts, Fastener Business Intellectual Property Licenses or Fastener Business Leases, or any other contracts to which a Transferred Fastener Subsidiary is a party at the Effective Time which are not by their terms assignable or which require the consent of a third party in connection with the transactions contemplated by this Agreement, each of the Parties shall, and, if applicable, shall cause members of its Group to, Sellers agrees to use its commercially reasonable efforts to obtaincause such assignment or to procure such consent. In those cases where consents have not been obtained prior to Closing Date (collectively, or cause to be obtainedthe "Non-Conveyed Contracts"), each of the Sellers shall, at the Buyer's request, provide the Buyer with the benefit of such Non-Conveyed Contracts, including, but not limited to, (i) enforcing, at the request and expense of the Buyer, any consentrights of the Seller, substitution, approval or amendment required to novate (including arising with respect thereto (including, without limitation, the right to any federal government contractterminate a Non-Conveyed Contract in accordance with the terms thereof upon the advice of the Buyer) or assign all obligations under agreements(ii) permitting the Buyer to enforce any rights arising with respect thereto as if such Non-Conveyed Contracts had been sold, leasesconveyed, licenses assigned and other obligations or Liabilities delivered to the Buyer. The provisions of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing this Section 5.5(c) shall not affect the unconditional release of all parties to such arrangements other than any member right of the LFCM Companies, so that, Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedSection 7.3(d) have not otherwise been fulfilled.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this AgreementAgreement (including those contained in this Section 7.09), each of the Parties shall parties hereto will, and Parent will cause its Subsidiaries, including Merger Sub, to, use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the transactions contemplated hereby, including (i) the obtaining of all permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) necessary to consummate the transactions contemplated hereby, and (ii) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement. The Target and Parent will, and Parent will cause its Subsidiaries, including Merger Sub, to, subject to applicable Law, promptly (y) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i) and (ii) immediately above and (z) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. If the Target or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoingAgreement, prior to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, then it will use its commercially reasonable efforts to obtainmake, or cause to be obtainedmade, any consent, substitution, approval or amendment required to novate (including as soon as reasonably practicable and after consultation with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom party, an appropriate response in compliance with such consentsrequest, approvals, substitutions and amendments are requested.and,

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this AgreementAgreement (including those contained in this Section 5.11), each of the Parties shall, and the Parent shall cause its Subsidiaries to, use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things, reasonably things necessary, proper proper, or advisable under applicable laws, regulations and agreements to consummate and make effective effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement Agreement, including: (i) the obtaining of all necessary permits, waivers, and actions or nonactions from Governmental Bodies and the Ancillary Agreementsmaking of all necessary registrations and filings (including filings with Governmental Bodies) 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 Bodies; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and the Parent shall, subject to Applicable Laws, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each Party shall promptly inform the other Parties of any communication from any Governmental Body regarding any of the transactions contemplated by this Agreement. If the Company, on the one hand, or the Parent or the Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Body with respect to the transactions contemplated by this Agreement, then it shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request, and, if permitted by Applicable Laws and by any applicable Governmental Body, provide the other Party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Body in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither the Parent nor the Company shall commit to or agree (or permit any of the Parent’s Subsidiaries to commit to or agree) with any Governmental Body to stay, toll, or extend any applicable waiting period under the HSR Act or other applicable antitrust laws (the “Antitrust Laws”), without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) Without limiting the foregoinggenerality of the undertakings pursuant to Section 5.11(a) hereof, prior to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without any further consideration, to Parties shall: (i) provide or cause to be executed provided as promptly as reasonably practicable to Governmental Bodies with jurisdiction over the Antitrust Laws (each such Governmental Body, a “Governmental Antitrust Authority”) information and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, documents requested by any Governmental Antitrust Authority as necessary, proper, or advisable to permit consummation of the transactions contemplated by this Agreement, including, if applicable, preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions Antitrust Laws as such Party may reasonably be requested to take by any other Party from time to time, consistent with promptly as practicable following the terms date of this Agreement and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the Ancillary AgreementsHSR Act or any other applicable Antitrust Laws; and (ii) subject to the terms set forth in Section 5.11(c) hereof, in order use commercially reasonable efforts to effectuate take such actions as are necessary or advisable to obtain prompt approval of the provisions and purposes consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and each by any Governmental Body or expiration of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and therebyapplicable waiting periods. (c) Each of In the Parties shallevent that any administrative or judicial action or Proceeding is instituted (or threatened to be instituted) by a Governmental Body or private party challenging the Merger or any other transaction contemplated by this Agreement, andor any other agreement contemplated hereby, if applicable, the Company shall cause members of its Group to, cooperate in all respects with the Parent and the Merger Sub and shall use its commercially reasonable efforts to obtaincontest and resist any such action or Proceeding and to have vacated, lifted, reversed, or cause overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, none of the Parent, the Merger Sub, or any of their respective Affiliates shall be obtained, any consent, substitution, approval or amendment required to novate (including with respect to defend, contest, or resist any federal government contract) action or assign all obligations under agreementsProceeding, leases, licenses and other obligations whether judicial or Liabilities of any nature whatsoever that constitute LFCM Liabilitiesadministrative, or to obtain take any action to have vacated, lifted, reversed, or overturned any Order, in writing connection with the unconditional release of all parties transactions contemplated by this Agreement. (d) Notwithstanding anything to such arrangements other than any member the contrary set forth in this Agreement, none of the LFCM CompaniesParent, so thatthe Merger Sub, or any of the Parent’s Subsidiaries shall be required to, and the Company may not, without the prior written consent of the Parent, which shall not be unreasonably withheld, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement, or Order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the Company, the Surviving Corporation, the Parent, the Merger Sub, or any of the Parent’s Subsidiaries; (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, the Surviving Corporation, the Parent, the Merger Sub, or any of the Parent’s Subsidiaries in any such casemanner; or (iii) impose any restriction, LFCM and its Group will be solely responsible for such Liabilitiesrequirement, or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Merger Sub, or any of the Parent’s Subsidiaries; provided, that no Party if requested by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement, or Order so long as such requirement, condition, limitation, understanding, agreement, or Order is only binding on the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedCompany in the event the Closing occurs.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, the Company and Parent shall each of the Parties shall use its their commercially reasonable effortsefforts to promptly, prior to, at and after the Distribution Time, to unless prohibited by Law (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the Ancillary Agreementsconsummation of the transactions contemplated hereby; (iii) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects 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 contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Notwithstanding anything set forth in this Section 6.8(a), Parent shall not be required to take any action, including entering into any consent and decree, hold separate orders or other arrangements that (i) requires the divestiture of any assets of any of Sub, Parent or the Company or any of their respective Subsidiaries, or (ii) limits Parent’s freedom of action with respect to its ability to retain the Company and its Subsidiaries or any portion thereof or any of Parent’s or its Affiliates’ other assets or business. Notwithstanding the foregoing, none of the Company, Parent or Sub shall be obligated to use its commercially reasonable efforts or take any action pursuant to this Section 6.8(a) if in the opinion of its board of directors after consultation with its outside counsel such actions would be inconsistent with the directors’ fiduciary duties to their respective shareholders under, or otherwise violate, applicable Law. (b) Without limiting the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shallCompany, and, if applicable, Parent and Sub shall cause members of its Group to, use its commercially reasonable efforts give prompt notice to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members parties of its Group shall be obligated to pay (i) any consideration therefor to written notice or other communication from any Governmental Authority Entity in connection with the Merger and (ii) any change or third party from whom such consentsdevelopment that is reasonably likely to result in a material breach of a representation, approvals, substitutions and amendments are requestedwarranty or covenant under this Agreement.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere terms and conditions set forth in this Agreement, each of the Parties parties hereto shall, and shall cause each of its Subsidiaries to, use its all commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable under applicable laws, regulations Laws to fulfill all conditions applicable to such party pursuant to this Agreement and agreements to consummate and make effective effective, as promptly as reasonably practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary Consents, (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) consulting and cooperating with, providing assistance to and furnishing information requested by the other party in the preparation and filing with the SEC of the Schedule TO, the Offer Documents, the Schedule 14D-9 and the Proxy Statement, as applicable, and all necessary amendments and supplements thereto, and (iv) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. (b) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including to the extent permitted by Law promptly furnishing the other with copies of notices or other communications sent or received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, to or from any third party or any Governmental Entity with respect to such transactions. The Company and Parent shall permit the other party to review in advance any proposed written communication to any supervisory or Governmental Entity. Each of the Company and Parent agrees not to initiate any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate unless it consults with the other Parties, and without any further considerationparty in advance and, to cause to be executed and delivered all instrumentsthe extent not prohibited by such Governmental Entity, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and gives the other transactions contemplated hereby party the opportunity to attend and therebyparticipate in such meeting or discussion. (c) Each In furtherance and not in limitation of the Parties shall, andcovenants of the parties contained in this Section 4.6, if applicableany administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cause members of its Group to, cooperate in all respects with each other and shall use its their respective commercially reasonable efforts to obtaincontest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger or any other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 4.6 shall limit a party’s right to terminate this Agreement pursuant to Section 6.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 4.6. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 4.6, and notwithstanding any provision to the contrary in this Agreement, in the event that, prior to the commencement of the Offer, the Common Shares or the Preferred Shares, as the case may be, are deregistered under the Exchange Act, whether in connection with the Restatement and Related Matters or otherwise, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to take promptly, or cause to be obtainedtaken, any consentall actions, substitution, approval or amendment required and to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilitiesdo promptly, or cause to obtain in writing the unconditional release of all parties be done, and to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM assist and its Group will be solely responsible for such Liabilities; provided, that no Party or cooperate with the other members of its Group shall be obligated parties in doing, all things necessary, proper or advisable under all applicable Laws to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedconsummate the transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) In addition to the actions specifically Except as otherwise provided for elsewhere in this Agreement, each of the Parties shall parties will use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things, reasonably things necessary, proper or advisable under applicable laws, laws and regulations and agreements to consummate and make effective the transactions contemplated by this Agreement Agreement. In furtherance and not in limitation of the Ancillary Agreementsforegoing, each of the parties agrees, provided that no material amount of monies, which in no event shall exceed $100,000, are required to be expended by either of the parties, to (i) take any act, make any undertaking or receive any clearance or approval required by any governmental entity or applicable law and (iii) not to take any action that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated hereby. (b) Without limiting Each of the foregoingparties will, prior and will cause its respective affiliates to, at (i) respond as promptly as practicable to any inquiries or requests received from any governmental entity for additional information or documentation, and after (ii) not enter into any agreement with any governmental entity not to consummate the Distribution Timetransactions contemplated by this Agreement, each Party shall cooperate except with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each prior consent of the Separation and Recapitalization other party (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and therebywhich shall not be unreasonably withheld or delayed). (c) Each party shall (i) promptly notify the other party of the Parties shall, any written communication to that party or its affiliates from any governmental entity and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts subject to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including applicable law and except with respect to filings required by the Securities and Exchange Commission, permit the other party to review in advance any federal government contractproposed written communication to any of the foregoing; (ii) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilitiesnot agree to participate, or to obtain in writing the unconditional release of all parties permit its affiliates to such arrangements other than any member of the LFCM Companies, so thatparticipate, in any substantive meeting or discussion with any governmental entity in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such casegovernmental entity, LFCM gives the other party the opportunity to attend and participate at any such meeting; and (iii) unless otherwise required by law, furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Group will be solely responsible for such Liabilities; providedaffiliates and their respective representatives on the one hand, that no Party and any governmental entities or members of their respective staffs on the other members of its Group shall be obligated hand, with respect to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions this Agreement and amendments are requestedthe transactions contemplated hereby.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, each of the Parties party shall use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, in the transactions contemplated by most expeditious manner practicable, the Contemplated Transactions, including (i) the obtaining of all necessary consents, approvals and waivers from Governmental Bodies and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Body, including the Required Regulatory Approval; (ii) the obtaining of all required consents, approvals or waivers from, and the giving of all required notices to, third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Contemplated Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed; and (iv) the Ancillary Agreementsexecution and delivery of any additional documents or instruments necessary in order to consummate the Contemplated Transactions as expeditiously as possible; provided, however, that such commercially reasonable efforts shall not include any requirement that any party commence any litigation, or offer or grant any accommodation (financial or otherwise) to any third party, in order to obtain any consent, approval or waiver. (b) Without limiting the foregoing, prior to, at and after the Distribution Time, each Party Each party shall cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtainnot take any action, or enter into any transaction, that would cause any of the conditions set forth in Section 9.1(a) or Section 9.2(a) not to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedsatisfied.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, each of the Parties shall parties agrees to use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including but not limited to: (i) obtaining all necessary actions or non-actions and other Consents from all Governmental Entities and making all necessary registrations and filings (including filings with Governmental Entities) 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 (including those in connection with the HSR Act), (ii) defending any lawsuits or other legal 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 into by any court or other Governmental Entity vacated or reversed, (iii) having the Merger be treated as a recapitalization for financial accounting purposes (it being understood that this (iii) shall not require any stockholder of the Company to accept any different consideration in amount or type than set forth in this Agreement), (iv) keeping the other party informed in all material respects 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 relating to the Merger or the transactions contemplated by this Agreement, in each case regarding any of the transactions contemplated hereby, (v) permitting the other party to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the Merger or the transactions contemplated by this Agreement or in connection with any proceeding by a private party, and giving the Ancillary Agreementsother party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party), (vi) obtaining of all necessary Consents or waivers from third Persons, and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. (b) Without limiting the foregoingNo party shall knowingly or intentionally take any action, prior toor enter into any transaction, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without which would cause any further consideration, to cause of its representations or warranties contained in this Agreement to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals untrue in any material respect or authorizations of, result in a breach in any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with material respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain covenant made by it in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedthis Agreement.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere in terms and conditions of this AgreementAgreement and applicable law, each of the Parties parties hereto shall use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, things reasonably necessary, proper or advisable under applicable laws, laws and regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement and as soon as practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the Ancillary Agreements. (b) conditions to such other party's obligation to consummate such transactions specified in Section 6 to be fully satisfied. Without limiting the generality of the foregoing, prior the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, at and after the Distribution Time, each Party shall cooperate with the any governmental authority or other Partiesperson, and without any further consideration(ii) in general, to cause to be executed consummating and delivered all instrumentsmaking effective the transactions contemplated hereby; provided, including instruments of conveyancehowever, assignment and transfer, and to make all filings with, and that in order to obtain all consentsany consent, approvals or authorizations ofapproval, any Governmental Authority or any other person under any permitwaiver, license, agreementpermit, indenture authorization, registration, qualification, or other instrument (including permission or action, no party, without the consent of the other parties, shall pay any Consents consideration, divest itself of any of, or Governmental Approvals)otherwise rearrange the composition of, and its assets or to take all such other actions as such Party may reasonably be requested agree to take any conditions or requirements which, individually or in the aggregate, would have a Material Adverse Effect or materially adversely affect the benefits of the transactions contemplated by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedparty.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this AgreementAgreement (including those contained in this Section 5.6), each of the Parties parties hereto shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all lawful and reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper proper, or advisable under applicable laws, regulations and agreements to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement most expeditious manner practicable, the Transactions including without limitation: (i) the obtaining of all necessary Permits, waivers, and actions or non-actions from Governmental Authorities and the Ancillary Agreementsmaking of all necessary registrations and filings (including filings with Governmental Authorities) 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 Authorities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Each party hereto shall promptly inform the other parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the Transactions. If any party hereto receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions, then it shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the Transactions. No party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other parties prior notice of the meeting and, to the extent permitted by applicable Law and such Governmental Authority, the opportunity to attend and/or participate in such meeting. A party may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.6(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the recipient’s outside legal counsel and outside experts retained for purposes of any investigation or inquiry and shall not be disclosed by such outside counsel or outside expert to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Without limiting In the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without event that any further consideration, to cause Legal Action is instituted (or threatened to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any instituted) by a Governmental Authority or private party challenging this Agreement, the Merger or any other person under any permitTransaction contemplated by this Agreement, license, agreement, indenture or the parties shall reasonably cooperate in all respects with each other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtaincontest and resist any such Legal Action and to have vacated, lifted, reversed, or cause overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Transactions. Notwithstanding anything in this Agreement to the contrary, none of parties, nor any of their Affiliates, shall be obtained, any consent, substitution, approval or amendment required to novate (including with respect to defend, contest, or resist any federal government contract) Legal Action, whether judicial or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilitiesadministrative, or to obtain in writing the unconditional release of all parties take any action to such arrangements other than have vacated, lifted, reversed, or overturned any member of the LFCM Companies, so thatOrder, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or connection with the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedTransactions.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere in terms and conditions of this Agreement, each of the Parties shall Purchaser and the Company agree to use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably things necessary, proper or advisable under (subject to any applicable laws, regulations and agreements ) to consummate and make effective the transactions contemplated Transactions as promptly as practicable following the execution hereof, including the taking of all actions necessary to obtain all approvals, consents, orders, exemptions or waivers of or by this Agreement and the Ancillary Agreementsany third party. (b) Without limiting the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without any further consideration, Subject to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms and conditions of this Agreement and to any applicable laws, the Ancillary Agreementsparties hereto shall: (i) as promptly as practical after the execution of this Agreement, (A) file any required notification with respect to the Transactions with any Governmental Entity and (B) thereafter promptly respond to all inquiries or requests for information or documents received from any Governmental Entity; (ii) in connection with the Transactions, (A) consult with each of the parties with respect to all filings to be made by any party to a Governmental Entity and any information which may be supplied by any party to a Governmental Entity; (B) promptly make any required submissions under the HSR Act other than those referred to in clause (i) above and promptly respond to all inquiries or requests received from the FTC or the Department of Justice for additional information or documents; (C) excluding information and materials which are subject to attorney client or work product privilege or which may not be disclosed due to confidentiality obligations, provide information to the other party which information would be considered reasonably necessary to accomplish any filings and, upon written request, provide copies of any filings; and (D) promptly inform the other parties of any communication from a Governmental Entity with respect to the Transactions and, where practical, permit the other party to review in advance any proposed communication to a Governmental Entity; (iii) prior to any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry, consult with the other parties and, to the extent permitted by such Governmental Entity, give the other parties the opportunity to attend and participate, in order each case to effectuate the provisions and purposes extent practicable; (iv) to the extent that transfers, amendments or modifications of permits or licenses granted by Government Entities (including environmental permits) are required as a result of the execution of this Agreement and the Ancillary Agreements and each or consummation of any of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption use commercially reasonable efforts to effect such transfers, amendments or modifications; (v) not take any action after the date hereof that would reasonably be expected to materially delay the Closing or the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing; and (vi) subject to the limitations set forth in Section 5.5(c) hereof, use commercially reasonable efforts (and Second Distributioncooperate amongst themselves with respect thereto) to contest and resist any action by any third party or Governmental Entity, whether by legislative, administrative or judicial action, that challenges or seeks to prevent or prohibit the other transactions contemplated hereby and therebyconsummation of the Transactions; provided that this Section 5.5(b)(vi) shall not be applicable to any Acquisition Proposals, which shall be subject to Section 5.2 hereof. (c) Each each of the Parties shall, and, if applicable, parties shall cause members of its Group to, use its their commercially reasonable efforts to obtain(i) avoid the entry of, or cause to be obtainedhave vacated or terminated, any consentdecree, substitutionorder, approval or amendment required judgment that would restrain or delay the Closing including defending through litigation a motion for preliminary injunction asserted in any court by any third party, and (ii) take all steps necessary to novate (including avoid or eliminate any impediment under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company (or any federal government contractof the Subsidiaries) or assign all obligations under agreements, leases, licenses and other obligations otherwise take or Liabilities of commit to take any nature whatsoever actions that constitute LFCM Liabilitiesmay be reasonably required in order to avoid the entry of, or to obtain effect the dissolution of any injunction, temporary restraining order, or other order in writing any suit or proceeding which would otherwise have the unconditional release effect of all parties preventing or delaying the Closing. Notwithstanding the foregoing this Section 5.5(c) shall not be applicable to any Acquisition Proposal, which shall be subject to Section 5.2 hereof. (d) Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 5.5 shall limit a party's right to terminate this Agreement pursuant to Section 7.1 so long as such arrangements other than party has up to then complied with its obligations under this Section 5.5, and (ii) nothing in this Agreement shall be deemed to require any member party hereto to commence any litigation against any Person in order to facilitate the consummation of any of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedTransactions.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere in terms and conditions of this AgreementAgreement and applicable Law, each of the Parties parties shall act in good faith and use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (b) as soon as practicable. Without limiting the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate with the other Partiesparties shall, and without any further considerationshall cause their respective subsidiaries, and use commercially reasonable efforts to cause their directors, officers, employees, agents, attorneys, accountants and representatives (and their respective subsidiaries’ directors, officers, employees, agents, attorneys, accountants and representatives), to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to (i) obtain all consents, approvals approvals, waivers, licenses, permits, authorizations, registrations, qualifications or authorizations other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Government entity (including promptly filing with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Department of Justice”) pursuant to the HSR Act all requisite documents and notifications in connection with the transactions contemplated by this Agreement) or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (ii) provide all such information concerning such party, its subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the foregoing including clause (i) above; (iii) avoid the entry of, or have vacated or terminated, any Governmental Authority injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not be required to agree to any divestiture by the Buyer or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization Sellers or any of their respective subsidiaries (A) of shares of capital stock or membership interests, or (B) of any of their respective businesses, assets, properties or product lines, or the imposition of any material limitation on the ability of any of them to conduct their respective businesses (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contractFastener Business) or assign all obligations under agreementsto own or exercise control of such business, leasesassets, licenses and other obligations properties, product lines or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedstock.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, and in all cases subject to Section 7.2(b), each of Parent, Merger Sub and the Parties Company shall use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably actions that are necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, as promptly as reasonably practicable, the transactions contemplated by this Agreement Offer, the Merger and the Ancillary Agreements. other Transactions, including using commercially reasonable efforts to (a) cause (i) each of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and (ii) each of the conditions to the Merger set forth in Article IX to be satisfied, in each case as promptly as practicable after the date of this Agreement, (b) Without limiting the foregoingobtain, prior to, at and as promptly as practicable after the Distribution Timedate of this Agreement, each Party shall and maintain all necessary actions or non-actions and Consents from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer, the Merger and the other Transactions, (c) obtain all necessary Consents under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement, and the consummation of the Offer, the Merger and the other Transactions that are requested by Xxxxxx in writing and (d) reasonably cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals party or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including parties with respect to any federal government contractof the foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments) or assign all obligations under agreementsagree to enter into any amendments, leases, licenses and supplements or other obligations modifications to (or Liabilities waivers of) the existing terms of any nature whatsoever that constitute LFCM LiabilitiesContract, or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain in writing any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested by Parent, the unconditional release of all parties Company shall agree to any such arrangements other than any member payment, consideration, security or Liability that is conditioned upon the consummation of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party Offer or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedMerger.

Commercially Reasonable Efforts. (a) In addition to Without in any way limiting any other respective obligation of the actions specifically provided for elsewhere Company in this Agreement, each of the Parties Company shall use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, take or cause to be taken, taken all such actions, and to do, do or cause to be done, done all such things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements in order to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting Plan, including to cause the foregoing, prior to, at conditions set forth in Section 7 to be satisfied and after to consummate the Distribution Time, each Party shall cooperate with the other PartiesPlan, and without any further considerationto: (i) timely prepare and file all documentation reasonably necessary to effect all necessary notices, to cause to be executed reports and delivered all instruments, including instruments other filings of conveyance, assignment and transfer, such Person and to make all filings with, and seek to obtain as promptly as practicable all consents, approvals registrations, approvals, permits and authorizations necessary or authorizations ofadvisable to be obtained from any third party or any transnational, multinational, domestic or foreign federal, state, provincial or local governmental, regulatory or administrative authority, instrumentality, department, court, arbitrator, agency, commission or official, including any political subdivision thereof, any Governmental Authority state-owned or state-controlled enterprise, or any other person under any permitnon-governmental self-regulatory agency, licensecommission or authority (a “Governmental Entity”); (ii) execute, agreement, indenture acknowledge and deliver to the Investors or other instrument (including any Consents or Governmental Approvals)parties such other instruments, documents and certificates, and to take all such other actions as such Party the Requisite Investors may reasonably be requested to take by any other Party from time to timerequest, consistent with the terms of this Agreement and the Ancillary Agreementsin each case, in order to effectuate consummate the provisions Plan, (iii) subject to applicable professional responsibilities, defend any Legal Proceedings in any way challenging (A) this Agreement or the Plan, (B) any Plan Document or (C) the consummation of the Plan, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed; and (iv) cooperate in good faith to finalize all documents relating to the Plan. For purposes of this Agreement and the Ancillary Agreements and each Agreement, “Legal Proceeding” shall mean any governmental, administrative, judicial or regulatory investigations, audits, actions, suits, claims, arbitrations, demands, notice of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and therebynon-compliance or proceedings. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requested.

Commercially Reasonable Efforts. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties Seller and Buyer shall use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, in the transactions contemplated by this Agreement most expeditious manner practicable, the Transaction, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article X and Article XI to be satisfied; (ii) the obtaining, at the earliest practicable date, of all necessary Governmental Authorizations and the Ancillary Agreementsmaking of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to avoid any Proceeding by any Governmental Authority; and (iii) the execution or delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. (b) Without limiting Seller, on the foregoingone hand, prior toand Xxxxx, at on the other hand: (i) shall promptly inform each other of any communication from any Governmental Authority concerning this Agreement, the Transaction, and after any filing, notification or request for approval; and (ii) shall permit the Distribution Timeother to review in advance any proposed written or material oral communication or information submitted to any such Governmental Authority in response thereto. In addition, each no Party shall cooperate agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry with respect to this Agreement or the Transaction, unless such Party consults with the other PartiesParties in advance and, to the extent permitted by any such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to any restrictions under applicable laws, rules or regulations, each of Buyer, on the one hand, and without any further considerationSeller, to cause to be executed on the other hand, shall furnish the other with copies of all correspondence, filings and delivered all instruments, including instruments of conveyance, assignment communications (and transfermemoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and to make all filings with, and to obtain all consents, approvals or authorizations of, any the Governmental Authority or members of its staff on the other hand, with respect to this Agreement, the Transaction (excluding documents and communications that are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine) or any such filing, notification or request for approval. Each Party shall also furnish the other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), Party with such necessary information and to take all assistance as such other actions as such Party and its Affiliates may reasonably be requested request in connection with their preparation of necessary filings, registration or submissions of information to take by the Governmental Authority in connection with this Agreement, the Transaction and any other Party from time to timesuch filing, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and therebynotification or request for approval. (c) Each Subject to the terms and conditions of the Parties shallthis Agreement, andBuyer shall take any and all steps necessary to avoid or eliminate any impediments under any applicable antitrust, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, competition or cause to trade regulation laws that may be obtained, asserted by any consent, substitution, approval or amendment required to novate (including Governmental Authority with respect to the Transaction so as to enable the Closing to occur as soon as reasonably possible, including, without limitation, proposing, negotiating, committing to and effecting, by consent decree or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer or any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilitiesits Subsidiaries as may be required in order to avoid the entry, or to obtain effect the dissolution, of any injunction, temporary restraining order or other order in writing any suit or proceeding, that would otherwise have the unconditional release effect of all parties to such arrangements other than any member preventing, delaying or restricting the consummation of the LFCM Companies, so that, transactions contemplated in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedthis Agreement.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere in this Agreementterms and conditions hereof, each of the Parties shall party will use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things, reasonably things necessary, proper or advisable under applicable laws, laws and regulations and agreements to consummate and make effective 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 Authority in order to consummate any of the Ancillary Agreements. transactions contemplated by this Agreement, (bii) Without limiting executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, prior to, at and after the Distribution Time, each Party in no event shall cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, party have any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreementsobligation, in order to effectuate consummate the provisions and purposes transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Seller on the one hand or to the Purchaser on the other of this Agreement and the Ancillary Agreements and each Agreement, or (b) dispose of the Separation and Recapitalization (including the Exchangeany material assets or make any material change in its business other than as contemplated by this Agreement, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. or (c) Each expend any material amount of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, funds or cause to be obtained, otherwise incur any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements material burden other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedthose contemplated by this Agreement.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere in terms and conditions of this Agreement, each of the Parties parties hereto shall use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements Law to consummate and make effective the transactions contemplated by Contemplated Transactions. The Corporation and Sellers shall use commercially reasonable efforts to, and Buyer shall reasonably cooperate to, obtain from any Agency or Governmental Entity or any other third party any authorizations, consents, orders and approvals and send any notices, in each case, which are required to be obtained, made or sent in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreementsother Transaction Documents and the consummation of the Contemplated Transactions; provided that in connection therewith none of the Corporation, the Sellers or Buyer (or Buyer’s Affiliates) will be required to (nor, without the prior written consent of Buyer, will the Sellers or the Corporation (or its Subsidiaries or Sellers’ Representative on behalf of any of the foregoing)) make or agree to make any payment or accept any material conditions or obligations, including amendments to existing conditions and obligations. (b) Without limiting Each of Buyer, the foregoingSellers and the Corporation shall use such party’s commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission in connection with any investigation or other inquiry, prior including any proceeding initiated by a private party, (ii) keep each other apprised of the status of any material communications with, and promptly inform the other parties of any material communication received by such party from, or given by such party to, at any Governmental Entity and after of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Distribution Time, each Party shall cooperate with Contemplated Transactions and (iii) permit the other Partiesparties to review any communication given by it to, and without consult with each other in advance of any further considerationmeeting or conference with, to cause to be executed and delivered all instrumentsany such Governmental Entity or, including instruments of conveyancein connection with any proceeding by a private party, assignment and transferwith any other Person, and to make all filings with, and to obtain all consents, approvals or authorizations of, any the extent permitted by such Governmental Authority or any other person under any permit, license, agreement, indenture Entity or other instrument (including any Consents or Governmental Approvals)Person, and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and give the other transactions contemplated hereby parties the opportunity to attend and therebyparticipate in such meetings and conferences. (c) Each Notwithstanding anything in this Agreement to the contrary, in no event shall WIMC (or WIMC’s Affiliates) be required to (and the Sellers and the Corporation shall not, and shall not permit any of the Parties shallCorporation’s Subsidiaries to, andwithout Buyer’s prior written consent) (i) offer to, if applicableor agree to, shall cause members sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any material assets, permits, operations, rights, businesses or interest therein of Buyer or any of its Group toAffiliates (including, use after the Closing, the Corporation and its commercially reasonable efforts Subsidiaries) or the Corporation, its Subsidiaries or any of their respective Affiliates or (ii) agree to obtainany material changes or restriction on, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member impairment of the LFCM Companies, so that, in any such case, LFCM ability of Buyer and its Group will be solely responsible for Affiliates (including, after the Closing, the Corporation and its Subsidiaries) to own any of such Liabilities; providedmaterial assets, that no Party permits, operations, rights, businesses or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedinterests therein.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, each of the Parties shall parties agrees to use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably actions that are necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the Ancillary Agreementstransactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4. (b) Without limiting Subject to applicable Law relating to the foregoingexchange of information, prior toVMware and Pivotal shall each have the right to review in advance, at and after to the Distribution Time, extent practicable each Party shall cooperate consult with the other Partiesin connection with, all of the information relating to VMware or Pivotal, as the case may be, and without any further considerationof their respective Subsidiaries, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings that appears in any filing made with, and to obtain all consents, approvals or authorizations ofwritten materials submitted to, any Governmental Authority third party or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent Entity in connection with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) Merger and the other transactions contemplated hereby by this Agreement. In exercising the foregoing rights, each of VMware and thereby. (c) Each Pivotal shall act reasonably and as promptly as reasonably practicable. Subject to applicable Law and the instructions of any Governmental Entity, Pivotal and VMware shall keep each other reasonably apprised of the Parties shallstatus of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by Pivotal or VMware, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity or third party with respect to such transactions, and, if applicableto the extent practicable under the circumstances, shall cause members of provide the other party and its Group to, use its commercially reasonable efforts counsel with the opportunity to obtain, or cause to be obtained, participate in any consent, substitution, approval or amendment required to novate (including meeting with any Governmental Entity in respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilitiesfiling, investigation or to obtain other inquiry in writing connection with the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedtransactions contemplated hereby.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, the Company Group, the Sellers and the Purchaser will each of the Parties shall use its their commercially reasonable effortsefforts to promptly, prior tounless prohibited by law, at and after the Distribution Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements law or otherwise to consummate and make effective the transactions contemplated Transactions, including: (i) obtain from any Governmental Authorities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by this Agreement and the Ancillary Agreements. (b) Without limiting Company Group, the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate Purchaser or any of their respective Affiliates in connection with the other Partiesauthorization, execution, delivery and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms performance of this Agreement and the Ancillary Agreementsconsummation of the Transactions; (ii) promptly make all necessary registrations and filings, in order and thereafter make any other required submissions, with respect to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each Transactions required under any Law or Permit; (iii) avoid the entry of, or have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Separation Transactions; and Recapitalization (including iv) execute and deliver any additional instruments reasonably necessary to consummate the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each . No party to this Agreement will consent to any voluntary delay of the Parties shall, and, if applicable, shall cause members Closing at the behest of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority without the consent of the other party to this Agreement, which consent will not be unreasonably withheld or third party from whom delayed. The Company, the Sellers and the Purchaser will cooperate and coordinate with each other in connection with the making of all such consents, approvals, substitutions and amendments are requestedfilings contemplated by this Section 6.6.

Commercially Reasonable Efforts. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each Each of the Parties shall parties agrees to use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable under Legal Requirements applicable laws, regulations to such party and agreements otherwise to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement Agreement, including (i) the obtaining of all other necessary actions or non-actions, extensions, waivers, Permits or Consents from Persons, including Third Parties and the Ancillary Agreementsmaking of all other necessary registrations, notices and filings (including other filings with Governmental Entities, if any), (ii) the preparation of the Proxy Statement, (iii) the preparation of the Registration Statement and (iv) 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. (b) Without limiting Each of the foregoing, prior to, at Parent and after the Distribution Time, Company shall use commercially reasonable efforts to cooperate in all respects with each Party shall cooperate other in connection with the other Parties, and without any further consideration, filing or submission to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and therebyEntity. (c) Each of the Parties Parent and the Company shall, and, if applicable, shall cause members of its Group toin connection with the efforts referenced in Section 7.3(a) to obtain all required Permits and Consents under any Legal Requirements, use its commercially reasonable efforts to obtain(i) subject to Legal Requirements and provided that parties may redact any discussion of the value of this or alternative transactions, permit the other party to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or material oral communication (or other correspondence or memoranda) between it and any Governmental Entity, and (ii) promptly inform each other of and supply to such other party any communication (or other correspondence or memoranda) received by such party from, or cause to be obtainedgiven by such party to, any consentGovernmental Entity, substitutionin each case regarding the Merger contemplated hereby. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.3, approval or amendment required to novate (including if any objections are asserted with respect to the Merger contemplated hereby under any federal government contractantitrust or competition law, each of the Parent and the Company agrees to use commercially reasonable efforts (which under no circumstances shall involve divesting of material assets) to resolve any antitrust concerns, federal, state, foreign or assign private, obtain all obligations Permits and Consents and obtain termination of the waiting period under agreements, leases, licenses the HSR Act or any other applicable Legal Requirements and other obligations or Liabilities the termination of any nature whatsoever that constitute LFCM Liabilitiesoutstanding judicial or administrative orders prohibiting the Closing so as to permit consummation of the Merger as soon as practicable. In furtherance and not in limitation thereof, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any law or regulation, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity that would make the Merger illegal or would otherwise prohibit or materially impair or delay the consummation of the transactions contemplated hereby, the Company shall cooperate with the Parent in all respects in responding thereto, and each shall use its respective commercially reasonable efforts to contest, resist and/or attempt to resolve any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the Merger. (e) In connection with the obtaining of Consents from Third Parties or obviating the need to obtain such Consents, if requested in writing by the unconditional release other party hereto, each of all parties the Company and the Parent shall, or shall cause its Subsidiaries to, execute any documents, agreements and instruments and take such other actions to the extent practicable, in accordance with Legal Requirements and its charter or Declaration of Trust and Bylaws and the applicable formation and governing contracts of its Subsidiaries (including forming Subsidiaries and transferring properties or assets of such party to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedSubsidiaries).

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, each of the Parties shall agrees to use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective effective, in the transactions contemplated by this Agreement most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VII to be satisfied; (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and the Ancillary Agreementsmaking of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any); (iii) the delivery of all notices to, and the obtaining of all consents, approvals or waivers from, third parties required as a result of the Transactions; and (iv) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. (b) Without limiting the generality of the foregoing, prior except as required in connection with the Goal Merger and the DV Reorganization, neither Goal nor DV shall, and each shall cause its Affiliates (including any DV Entity) not to, at and after the Distribution Time, each Party shall cooperate with the other Parties, and without any further consideration, acquire or agree to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings acquire by merging or consolidating with, and or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to obtain all consentsacquire any assets, approvals if the entering into of a definitive agreement relating to or authorizations ofthe consummation of such acquisition, merger or consolidation would reasonably be expected to (i) increase the risk, in any material respect, of delaying or not obtaining any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the Transactions or any other person under any permit, license, agreement, indenture the expiration or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. (c) Each of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities termination of any nature whatsoever that constitute LFCM Liabilitiesapplicable waiting period, or to obtain in writing (ii) increase the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so thatrisk, in any such casematerial respect, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority entering an order prohibiting the consummation of the Transactions, or third party from whom such consents, approvals, substitutions and amendments are requested(iii) delay the consummation of the Transactions.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere in this Agreementterms and conditions hereof, each of the Parties shall party will use its commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things, reasonably things necessary, proper or advisable under applicable laws, laws and regulations and agreements to consummate and make effective 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 Authority in order to consummate any of the Ancillary Agreements. transactions contemplated by this Agreement, (bii) Without limiting executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, prior to, at and after the Distribution Time, each Party in no event shall cooperate with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, party have any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreementsobligation, in order to effectuate consummate the provisions and purposes transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Sellers on the one hand or to the Purchaser on the other of this Agreement and the Ancillary Agreements and each Agreement, or (b) dispose of the Separation and Recapitalization (including the Exchangeany material assets or make any material change in its business other than as contemplated by this Agreement, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and thereby. or (c) Each expend any material amount of the Parties shall, and, if applicable, shall cause members of its Group to, use its commercially reasonable efforts to obtain, funds or cause to be obtained, otherwise incur any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements material burden other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedthose contemplated by this Agreement.

Commercially Reasonable Efforts. (a) In addition Subject to the actions specifically provided for elsewhere terms and conditions set forth in this Agreement, each of the Parties parties hereto shall, and shall cause each of its Subsidiaries to, use its all commercially reasonable efforts, prior to, at and after the Distribution Time, efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable under applicable laws, regulations Laws to fulfill all conditions applicable to such party pursuant to this Agreement and agreements to consummate and make effective effective, as promptly as reasonably practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary Consents, (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) consulting and cooperating with, providing assistance to and furnishing information requested by the other party in the preparation and filing with the SEC of the Schedule TO, the Offer Documents, the Schedule 14D-9 and the Proxy Statement, as applicable, and all necessary amendments and supplements thereto, and (iv) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. (b) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including to the extent permitted by Law promptly furnishing the other with copies of notices or other communications sent or received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, to or from any third party or any Governmental Entity with respect to such transactions. The Company and Parent shall permit the other party to review in advance any proposed written communication to any supervisory or Governmental Entity. Each of the Company and Parent agrees not to initiate any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoing, prior to, at and after the Distribution Time, each Party shall cooperate unless it consults with the other Parties, and without any further considerationparty in advance and, to cause to be executed and delivered all instrumentsthe extent not prohibited by such Governmental Entity, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and gives the other transactions contemplated hereby party the opportunity to attend and therebyparticipate in such meeting or discussion. (c) Each In furtherance and not in limitation of the Parties shall, andcovenants of the parties contained in this Section 4.6, if applicableany administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cause members of its Group to, cooperate in all respects with each other and shall use its their respective commercially reasonable efforts to obtaincontest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger or any other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 4.6 shall limit a party's right to terminate this Agreement pursuant to Section 6.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 4.6. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 4.6, and notwithstanding any provision to the contrary in this Agreement, in the event that, prior to the commencement of the Offer, the Common Shares or the Preferred Shares, as the case may be, are deregistered under the Exchange Act, whether in connection with the Restatement and Related Matters or otherwise, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to take promptly, or cause to be obtainedtaken, any consentall actions, substitution, approval or amendment required and to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilitiesdo promptly, or cause to obtain in writing the unconditional release of all parties be done, and to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM assist and its Group will be solely responsible for such Liabilities; provided, that no Party or cooperate with the other members of its Group shall be obligated parties in doing, all things necessary, proper or advisable under all applicable Laws to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requestedconsummate the transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) In addition Upon the terms and subject to the actions specifically provided for elsewhere conditions set forth in this Agreement, the Sellers, Companies and Buyer shall each of the Parties shall use its their commercially reasonable effortsefforts to promptly, prior tounless prohibited by Law, at and after the Distribution Time, to (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things, reasonably things necessary, proper or advisable under applicable laws, regulations and agreements Law or otherwise to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the Closing conditions for which it is responsible or otherwise in control, as set forth in Section 5); (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by the Sellers, Companies, the Company Subsidiaries, Buyer or any of its Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the Ancillary Agreementsconsummation of the transactions contemplated by this Agreement; (iii) promptly make all necessary registrations, notifications and filings, and thereafter make any other required submissions, with respect to this Agreement under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Sellers, Companies and Buyer will cooperate with each other in connection with the making of all such registrations, notifications and filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made or notice to be given pursuant to any applicable Law in connection with the transactions contemplated by this Agreement (to the extent permitted by any applicable Governmental Entity or private party and to the extent not involving a securities exchange); (v) keep the other parties informed in all material respects 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 contemplated by this Agreement (to the extent permitted by any applicable Governmental Entity or private party and to the extent not involving a securities exchange); (vi) permit the other parties to review any material communication delivered to, and consult with the other parties in advance of any meeting or conference with, any Governmental Entity (other than, for the purposes of this Section 4.7, a securities exchange) relating to the transactions contemplated by this Agreement or in connection with any Proceeding by a private party relating thereto, and give the other parties the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party and to the extent not involving a securities exchange); (vii) avoid the entry of, or have vacated or terminated, any decree, Order or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. Buyer and Seller shall share equally all filing fees required in connection with any filings of any party under the HSR Act with respect to the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Without limiting the foregoing, prior to, at and after the Distribution TimeAs permitted by Law, each Party party hereto shall cooperate give prompt notice to the other parties of any written notice or other communication from any Governmental Entity in connection with the other Parties, and without any further consideration, to cause to be executed and delivered all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and each of the Separation and Recapitalization (including the Exchange, Forced Sale, Contribution, First Redemption, First Distribution, Financing Transactions, Second Redemption and Second Distribution) and the other transactions contemplated hereby and therebyby this Agreement. (c) Each of the Parties shallSeller will give any notices to third parties, and, if applicable, shall cause members of its Group to, and will use its commercially reasonable efforts to obtain, or cause to be obtained, obtain any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute LFCM Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the LFCM Companies, so that, in any such case, LFCM and its Group will be solely responsible for such Liabilities; provided, that no Party or the other members of its Group shall be obligated to pay any consideration therefor to any Governmental Authority or third party from whom such consents, approvals, substitutions and amendments are requested.Required Consents listed on Section 5.1.3