Common use of Consents; Filings; Further Action Clause in Contracts

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactions.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawAgreement, each of the parties to this Agreement shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by ASC or MeriStar or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated by this Agreement required under (A) the Securities Act, the Exchange Act and any other applicable federal or Blue Sky Laws, (B) the HSR Act, any applicable Antitrust Laws, (C) the DGCL, and the Nasdaq rules and regulations and (D) any other applicable Law and (iiiE) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration rules and regulations of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNYSE. Parent and the Company The parties to this Agreement shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the generality of Parent and the Company Section 5.14(a), each party to this Agreement shall promptly inform the other party upon receipt others of any material communication from the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any party or the Company any affiliate thereof receives a request for additional information or documentary material from any Governmental Authority that is related such government or authority with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to in compliance with such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent ASC shall advise the Company MeriStar promptly in respect of any understandings, undertakings or agreements (oral or written) which Parent ASC proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority in connection with the Merger Transactions. (c) Parent transactions contemplated by this Agreement. In furtherance and not in limitation of the Company foregoing, ASC shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if any, that a Governmental Authority as may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any applicable Antitrust Laws antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Notwithstanding the foregoing, nothing in this Section 5.14 shall require, or be construed to require, ASC or MeriStar, in connection with the receipt of any regulatory approval, to proffer to, or agree to (A) sell or hold separate and agree to sell, divest or to discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of ASC, MeriStar or any of their respective affiliates (or to consent to any sale, or authorization necessary under applicable Law for agreement to sell, or discontinuance or limitation by ASC or MeriStar, as the consummation case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could reasonably be expected to result in a Material Adverse Effect on ASC or a Material Adverse Effect on MeriStar or to materially and adversely impact the economic or business benefits to such party of the Merger Transactionstransactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Merger Sub or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange Act and any other applicable federal or Blue Sky Laws, (B) the HSR Act, any applicable Antitrust Laws(C) the NJBC, the DGCL, and the Nasdaq rules and regulations and (D) any other applicable Law and (iiiE) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration rules and regulations of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNASD. Parent and the Company The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting party or to any voluntary delay of the consummation of the Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and Notwithstanding the Company foregoing, nothing in this Section 5.10 shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the require, or be construed to require, Merger Transactions. If Parent Sub or the Company receives a request for additional information from any Governmental Authority that is related to the Merger TransactionsCompany, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the receipt of any regulatory approval, to proffer to, or agree to (A) sell or hold separate and agree to sell, divest or to discontinue to or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Merger Transactions. (c) Parent and Sub, the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by Merger Transactions Sub or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could reasonably be expected to result in a Merger Sub Material Adverse Effect or a Material Adverse Effect on the Company or to materially and adversely impact the economic or business benefits to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation such party of the Merger Transactionstransactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement Agreement, Buyer and in accordance with applicable Law, the Company shall (and shall cause their respective Subsidiaries to) each of the parties to this Agreement shall use its commercially their reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrationsall actions and to do, waivers, permits, orders or other authorizations fromcause to be done, and make any filings to assist and notifications with, any Governmental Authority or third party cooperate with the other Parties in doing all things necessary, proper or advisable under applicable Law Laws to consummate the Merger Transactions, (iii) make any other submissions necessarynecessary filings promptly after signing of this Agreement and obtain all necessary actions, proper or advisable in connection with the Merger Transactions under the Securities Actwaivers, registrations, permits, authorizations, Orders, consents and approvals from Governmental Authorities, the Exchange Act, expiry or early termination of any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, and make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take all steps as may be reasonably necessary to obtain an approval or receipt of waiver from, or to avoid an action or proceeding by, any Governmental Authorities, in order to consummate the Transactions as promptly as practicable and in any event prior to the Termination Date and (ii) deliver required notices or any necessary additional instruments to, and obtain required consents, approvals waivers or authorizationsany additional instruments necessary from, Third Parties in order to consummate the Transactions as applicablepromptly as practicable and in any event prior to the Termination Date. (b) Subject to applicable Laws and the requirements of applicable Governmental Authorities, under such Laws. Parent Buyer and the Company and their respective counsel shall (i) cooperate and consult in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all such filings Transactions and notificationsin connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by providing copies of all relevant documents to the non-filing party and its advisors before filing. a private Person, (bii) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable legally permissible, have the right to review in advance, and after consultation with each shall consult the other partyon, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related filing made with, or written materials to the Merger Transactions without giving the other party prior notice of the meeting or conversation andbe submitted to, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iv) where legally permissible, promptly furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Transactions. In furtherance of the foregoing and subject to applicable Laws and the requirements of Governmental Authorities, Buyer and the Company shall (with respect to any in-person discussion or meeting, remote video meeting or substantive telephonic discussion or meeting), provide the other Party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding anything to the contrary in this Section 5.07(b), Buyer and the Company may, as each deems advisable and necessary, (x) reasonably designate any competitively sensitive material provided to the other under this Section 5.07 as “Antitrust Counsel Only Material;” and (y) redact materials to be provided to the other Party as necessary to comply with contractual arrangement, to address good faith legal privilege or confidentiality concerns, to comply with applicable Law, or to remove references concerning the valuation of Buyer or Company and their respective Subsidiaries. (c) Parent In furtherance of the undertakings under this Section 5.07, Buyer and the Company Company, along with their respective Subsidiaries, shall exercise commercially use their reasonable best efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws so as to enable the Parties to consummate the Transactions as promptly as practicable, and in any event prior to the Termination Date, which shall include using reasonable best efforts to propose, negotiate, commit to and effect, by consent decree, hold separate order or approvalotherwise, consent the sale, divestiture, disposition, license or authorization other disposition of such of its and its Subsidiaries’ assets, properties or businesses or of the assets, properties or businesses, and enter into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any proceeding by a Governmental Authority or any other Person under applicable Law for Antitrust Laws, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger Transactions. Buyer shall not, unless requested to do so by the Company, commit to or effect any action contemplated in the immediately preceding sentence. (d) Each of Buyer and the Company shall consult with the other Party and consider in good faith the views of the other Party with respect to the appropriate strategy relating to any matters relating to the Antitrust Laws, including with respect to any filings, notifications, submissions and communications with or to any Governmental Authority and the nature and timing of any divestitures or other remedial undertakings made for purposes of securing any required approvals under the Antitrust Laws; provided that, notwithstanding any other provisions of this Agreement to the contrary, the Company shall, on behalf of the Parties, control and direct all aspects of the Parties’ efforts with respect to applicable Antitrust Laws and any authorization, consent, notice or approval to be obtained from a Governmental Authority or Third Party with respect to the Transactions, including having principal responsibility for devising, implementing, and making the final determination as to such appropriate strategy, and shall have the right, in its sole discretion, to determine the nature and timing of any such divestitures or other remedial undertakings to the extent any such divestitures or other remedial undertakings would be conditioned upon and only be effective after the Closing. Buyer shall cooperate in good faith with the Company in the Parties’ efforts to obtain any clearance, approval, waiver or expiry or early termination of any applicable waiting periods with respect to any Antitrust Laws.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any Company Governmental Consents and Parent Governmental Consents and any other consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange ActAct and any other applicable federal or Blue Sky Laws, (B) the HSR Act and any applicable Antitrust other foreign antitrust, anti-monopoly or similar Laws, (C) the DGCLGCL, and the Nasdaq rules and regulations and (D) any other applicable Law and (iiiE) take or cause to be taken all other actions necessarythe rules and regulations of NASDAQ, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent American Stock Exchange and the Company Toronto Stock Exchange. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the generality of Parent and the Company Section 5.13(a), each party hereto shall promptly inform the other party upon receipt others of any material communication from the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any party or the Company any affiliate thereof receives a request for additional information or documentary material from any Governmental Authority that is related such government or authority with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to in compliance with such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. The Parent shall will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority in connection with the Merger Transactions. (c) transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Parent and the Company shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if 61 51 any, that a Governmental Authority as may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any applicable Antitrust Laws antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Notwithstanding the foregoing, nothing in this Section 5.13 shall require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, consent to proffer to, or authorization necessary under applicable Law for agree to (A) sell or hold separate and agree to sell, divest or to discontinue to or limit, before or after the consummation Effective Time, any assets, businesses, or interest in any assets or businesses of the Merger TransactionsParent, the Company or any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could reasonably be expected to result in a Material Adverse Effect on the Parent or a Material Adverse Effect on the Company or to materially and adversely impact the economic or business benefits to such party of the transactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain as promptly as practicable make any consentsnecessary filings, approvals, registrations, waivers, permits, orders or other authorizations fromapplications and notifications, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties to this Agreement, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement under (A) the Securities HSR Act, (B) the Exchange DGCL and the Companies Act, any applicable Antitrust Laws, and (C) the DGCL, and the Nasdaq rules and regulations of The NASDAQ Stock Market, the London Stock Exchange and any other applicable Law the Financial Services Authority, and (iiiii) take as promptly as practicable, execute and deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to applicable Laws or cause to be taken all other actions necessarythe requirements of The NASDAQ Stock Market, proper the London Stock Exchange or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periodsFinancial Services Authority, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings filings, applications, notifications and notificationsother submissions, including by providing copies of all relevant such documents to the non-filing party and its advisors before prior to filing and furnishing each other (on an outside counsel basis if appropriate) all information required for any such filing, application, notification, or other submission. Subject to applicable Laws or the requirements of The NASDAQ Stock Market, the London Stock Exchange or the Financial Services Authority, neither Parent nor the Company shall file any such document if the other party has reasonably objected to the filing of such document. As promptly as practicable following the date of this Agreement, to the extent required by the OCS, the Company shall notify the OCS of the contemplated restructuring of the merger as set forth under this Agreement. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any such Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, a response in full compliance with such request. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Competition Law. Without limiting the foregoing, the parties hereto agree to (A) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Competition Law, (B) give each other an appropriate response opportunity to participate in such request meeting, (C) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Competition Law, (D) if any Governmental Entity initiates a substantive oral communication regarding any competition Law, promptly notify the other party of the substance of such communication, (E) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding the notification required under the HSR Act and (F) provide each other with copies of all written communications to or from any Governmental Entity relating to the HSR Act. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, but subject to Section 5.13(c), and unless the boards of directors of the Company and Parent mutually agree otherwise, each of the parties shall, and shall cause each of its Subsidiaries to, take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Competition Law and to enable all waiting periods under any Competition Law to expire, and to avoid or eliminate each and every impediment under any Law asserted by any Governmental Entity, in each case, to cause the Merger and the other transactions contemplated hereby to occur as promptly as reasonably practicable. No party shall participate in possible, including but not limited to (i) promptly complying with or modifying any meeting or engage in requests for additional information (including any material substantive conversation with second request) by any Governmental Authority related Entity, (ii) if necessary to obtain clearance by any Governmental Entity as promptly as possible, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Merger Transactions without giving the sale, divestiture, license or other party prior notice disposition of any and all of the meeting capital stock, assets, rights, products or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend business of Parent and participate. Parent shall advise its Subsidiaries and the Company promptly and its Subsidiaries or committing to any restrictions on its business and (iii) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any understandingsparty hereto to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, undertakings enactment or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionspromulgation thereof. (c) Notwithstanding the foregoing, nothing in this Section 5.13 will require, or be construed to require, Parent or the Company to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates or (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in the case of either clause (i) or (ii), would reasonably be expected to result in a material adverse effect on the business of Parent and the Company shall exercise commercially reasonable efforts Company, taken together, as expected to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to be conducted after the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger TransactionsEffective Time.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective as promptly as practicable the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Buyers or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) obtain all consents, amendments to or waivers under the terms of any Contracts required by the transactions contemplated by this Agreement, and (iv) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange Act, Act and any applicable Antitrust state securities laws or Blue Sky Laws, (B) the DGCL, and the Nasdaq rules and regulations and (C) any other applicable Law and (iiiD) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration rules and regulations of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNASDAQ. Parent and the Company The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing. (b) Each , and none of Parent and the Company shall promptly inform parties will file any such document if any of the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related parties shall have reasonably objected to the Merger Transactions, then filing of such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicabledocument. No party to this Agreement shall participate in consent to any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly voluntary extension of any understandings, undertakings statutory deadline or agreements (oral waiting party or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for voluntary delay of the consummation of the Merger Transactionsand the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent, Merger Sub and the parties to this Agreement Company shall use its commercially reasonable efforts to promptly (i) use reasonable best efforts to obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, transactions contemplated by this Agreement and (ii) thereafter make any other submissions necessary, proper either required or advisable deemed appropriate by either Parent or the Company in connection with the Merger Transactions and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq rules and regulations DGCL and any other applicable Law and (iii) take or cause to be taken all other actions necessaryLaw. Parent, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent Merger Sub and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the each non-filing party and its advisors before filing. Neither Parent, Merger Sub nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger or any other transaction contemplated by this Agreement at the behest of any Governmental Authority without the prior written consent of each other party to this Agreement, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Each As promptly as reasonably practicable after the date of this Agreement and in any event no later than 10 Business Days after the date of this Agreement, each of Parent and the Company shall file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the United States Department of Justice under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) As promptly as reasonably practicable (and in any event no later than 10 Business Days for all necessary applications and other related filings for obtaining any consent or Permit or 20 Business Days for all necessary notifications not involving any consent or Permit) after the date of this Agreement, the parties shall prepare and file all necessary applications, notifications and related filings for obtaining all consents and Permits set forth on Section 36(d) of the Company Disclosure Letter from the FCC and State PUCs (the “Required Telecommunications Consents”). Each party shall, as promptly as reasonably practicable, provide each other party with all information necessary for the preparation of such applications, notifications and filings on a timely basis, including those portions of such applications, notifications and filings which are required to be completed by each party. Without limitation to the generality of Sections 5.8 and 5.9(a), subject to the terms and conditions of this Agreement, each of the parties shall use reasonable best efforts to prosecute applications made with the FCC and State PUCs with due diligence before the FCC and the State PUCs and, in connection therewith, take such actions as may be necessary or reasonably required in connection with such applications, including the furnishing to the FCC and the State PUCs any documents, materials, or other information requested by the FCC and the State PUCs in order to obtain the Required Telecommunications Consents as expeditiously as reasonably practicable. No party shall, without the prior written consent of each other party, take, or fail to take, any action if the intent of such action or failure to act is to cause or materially increase the probability of the FCC or any State PUC not to grant approval of any FCC application or of any State PUC application or materially delay any such approval. If there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of any Required Telecommunications Consent, or if the FCC or a State PUC seeks to reconsider such grant on its own motion, then the parties shall each use reasonable best efforts to defend the applicable grants against such actions. (d) Each of Parent, Merger Sub and the Company shall promptly inform the each other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactionsor any of the other transactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactionsor any of the other transactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the each other party, an appropriate response to such request request. Parent shall advise the Company, as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Parent and the Company shall exercise commercially use reasonable best efforts to resolve or defend against such objections, if any, any objections that a Governmental Authority may assert be asserted with respect to the Merger Transactions and to obtain or any clearance required of the other transactions contemplated by this Agreement under any applicable Antitrust Laws antitrust, competition or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactionstrade regulatory Law.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement Parties shall use its commercially reasonable best efforts to promptly (i) obtain from Governmental Authorities any consents, approvalslicenses, registrationspermits, waivers, permitsapprovals, authorizations or orders required to be obtained or other authorizations frommade by Parent, the Company or Rugby or any of their subsidiaries in connection with the authorization, execution and make any filings and notifications withdelivery of this Agreement, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate Ancillary Agreement and the Merger Transactions, consummation of the transactions contemplated hereby and thereby and (ii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions transactions contemplated hereby required (A) under the Securities Act, the Exchange Act, any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations Act and any other applicable Law federal or Blue Sky Laws, (B) under the HSR Act, (C) any other applicable Law, and (iiiD) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration rules and regulations of the applicable waiting periodsNew York Stock Exchange, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company Inc. The Parties shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing party Party and its advisors before prior to filing, and none of the Parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No Party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Authority without the consent and agreement of the other Parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and the Company Party hereto shall promptly inform the other party upon receipt others of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any Party or the Company any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority that is related with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall Party will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other partyParties, an appropriate response to in compliance with such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving Each Party will advise the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company Parties promptly in respect of any understandings, undertakings or agreements (oral or written) which Parent such Party proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with the Merger Transactions. (c) Parent transactions contemplated by this Agreement. In furtherance and not in limitation of the Company foregoing, each Party shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if any, that a Governmental Authority as may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any applicable Antitrust antitrust, competition or trade regulatory Laws of any Governmental Authority, including, without limitation, agreeing to sell, hold separate, divest, discontinue or approvallimit, consent before or authorization necessary under applicable Law for after the consummation Closing, any assets, businesses, or interest in any assets or businesses of the Merger TransactionsCompany or Rugby USA if requested by such Governmental Authority, so long as such action would not reasonably be expected to materially and adversely impact the economic or business benefits to the Company or Rugby of the transactions contemplated by this Agreement or result in a Material Adverse Effect on Rugby USA or a Material Adverse Effect on the Company.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement Agreement, Parent and in accordance with applicable Law, the Company shall (and shall cause their respective Subsidiaries to) each of the parties to this Agreement shall use its commercially their reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrationsall actions and to do, waivers, permits, orders or other authorizations fromcause to be done, and make any filings to assist and notifications with, any Governmental Authority or third party cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law Laws to consummate the Merger Transactions, (iii) make any other submissions necessarynecessary filings promptly after signing of this Agreement and obtain all necessary actions, proper or advisable in connection with the Merger Transactions under the Securities Actwaivers, registrations, permits, authorizations, orders, consents and approvals from Governmental Authorities, the Exchange Act, expiry or early termination of any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, and make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take all steps as may be reasonably necessary to obtain an approval or receipt of waiver from, or to avoid an action or proceeding by, any Governmental Authorities, in order to consummate the Transactions as promptly as practicable and in any event prior to the Termination Date and (ii) deliver required notices or any necessary additional instruments to, and obtain required consents, approvals waivers or authorizationsany additional instruments necessary from, Third Parties in order to consummate the Transactions as applicablepromptly as practicable and in any event prior to the Termination Date. (b) Subject to applicable Laws and the requirements of applicable Governmental Authorities, under such Laws. Parent and the Company and their respective counsel shall (i) cooperate and consult in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all such filings Transactions and notificationsin connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by providing a private person, (ii) to the extent legally permissible, have the right to review in advance, and each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iv) where legally permissible, promptly furnish each other with copies of all relevant documents correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the nonTransactions. In furtherance of the foregoing and subject to applicable Laws and the requirements of Governmental Authorities, Parent and the Company shall (with respect to any in-filing person discussion or meeting, remote video meeting or substantive telephonic discussion or meeting), provide the other party and its advisors before counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding anything to the contrary in this Section 5.10(b), Parent and the Company may, as each deems advisable and necessary, (x) reasonably designate any competitively sensitive material provided to the other under this Section 5.10 as “Antitrust Counsel Only Material;” and (y) redact materials to be provided to the other party as necessary to comply with contractual arrangement, to address good faith legal privilege or confidentiality concerns, to comply with applicable Law, or to remove references concerning the valuation of Parent or Company and their respective Subsidiaries. (bc) In furtherance of the undertakings under this Section 5.10, Parent and the Company, along with their respective Subsidiaries, shall use their reasonable best efforts to obtain clearance under any applicable Antitrust Laws so as to enable the parties hereto to consummate the Transactions as promptly as practicable, and in any event prior to the Termination Date, which shall include using reasonable best efforts to propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition, license or other disposition of such of its and its Subsidiaries’ assets, properties or businesses or of the assets, properties or businesses, and enter into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any proceeding by a Governmental Authority or any other Person under Antitrust Laws that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Parent shall not, unless requested to do so by the Company, commit to or effect any action contemplated in the immediately preceding sentence. (d) Each of Parent and the Company shall promptly inform consult with the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor and consider in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving views of the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions appropriate strategy relating to any matters relating to the Antitrust Laws, including with respect to any filings, notifications, submissions and communications with or to any Governmental Authority and the nature and timing of any divestitures or other remedial undertakings made for purposes of securing any required approvals under the Antitrust Laws; provided that, notwithstanding any other provisions of this Agreement to the contrary, the Company shall, on behalf of the parties, control and direct all aspects of the parties’ efforts with respect to applicable Antitrust Laws and any authorization, consent, notice or approval to be obtained from a Governmental Authority or third party with respect to the Transactions, including having principal responsibility for devising, implementing, and making the final determination as to such appropriate strategy, and shall have the right, in its sole discretion, to determine the nature and timing of any such divestitures or other remedial undertakings to the extent any such divestitures or other remedial undertakings would be conditioned upon and only be effective after the Closing. Parent shall cooperate in good faith with the Company in the parties’ efforts to obtain any clearance required under clearance, approval, waiver or expiry or early termination of any applicable waiting periods with respect to any Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger TransactionsLaws.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any Company Governmental Consents and Parent Governmental Consents and any other consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange ActAct and any other applicable federal or Blue Sky Laws, (B) the HSR Act and any applicable Antitrust other foreign antitrust, anti-monopoly or similar Laws, (C) the DGCLGCL, and the Nasdaq rules and regulations and (D) any other applicable Law and (iiiE) take or cause to be taken all other actions necessarythe rules and regulations of NASDAQ, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent American Stock Exchange and the Company Toronto Stock Exchange. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the generality of Parent and the Company Section 5.13(a), each party hereto shall promptly inform the other party upon receipt others of any material communication from the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any party or the Company any affiliate thereof receives a request for additional information or documentary material from any Governmental Authority that is related such government or authority with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to in compliance with such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. The Parent shall will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority in connection with the Merger Transactions. (c) transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Parent and the Company shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if any, that a Governmental Authority as may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any applicable Antitrust Laws antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Notwithstanding the foregoing, nothing in this Section 5.13 shall require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, consent to proffer to, or authorization necessary under applicable Law for agree to (A) sell or hold separate and agree to sell, divest or to discontinue to or limit, before or after the consummation Effective Time, any assets, businesses, or interest in any assets or businesses of the Merger TransactionsParent, the Company or any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could reasonably be expected to result in a Material Adverse Effect on the Parent or a Material Adverse Effect on the Company or to materially and adversely impact the economic or business benefits to such party of the transactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon Without limiting the generality of the foregoing Section 5.7, upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent, Merger Sub and the parties to this Agreement Company shall use its commercially reasonable best efforts to as promptly as practicable (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withnotifications, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, and (ii) make any other submissions necessary, proper either required or advisable reasonably deemed appropriate by Parent or the Company in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaw. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents (except to the extent containing confidential information of such party) to the non-filing party and its advisors before filing. (b) Each Without limiting the generality of the foregoing Sections 5.7 and 5.8(a), Parent and the Company shall as promptly inform as practicable, but in any event within ten (10) Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Parent and the Company shall furnish to the other party upon receipt such necessary information and reasonable assistance as the other may request in connection with its preparation of any communication from filing that is necessary under the HSR Act. (c) Parent and Company shall keep the other apprised of the status of any Governmental Authority regarding the Merger Transactions. If Parent communications with, and any inquiries or the Company receives a request requests for additional information from the FTC, the DOJ, or any other Governmental Authority that is related to the Merger Transactions, then such party and shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request comply as promptly as reasonably practicablepracticable with any such inquiry or request and provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or any other applicable Law. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionsconversation. (cd) Parent The Company shall, and the Company shall exercise commercially reasonable efforts to resolve or defend against such objectionscause its Subsidiaries to, if any, that a Governmental Authority may assert with respect to the Merger extent permitted by applicable Law, (i) take all actions necessary so that no Takeover Law becomes applicable to the Transactions or this Agreement and (ii) if any such Takeover Law becomes applicable to the Transactions or this Agreement, take all actions necessary so that the Transactions may be consummated as promptly as practicable as contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on the Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactionsthis Agreement.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any Company Governmental Consents and Parent Governmental Consents and any other consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or reasonably deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange ActAct and any other applicable federal or Blue Sky Laws, (B) the HSR Act and any applicable Antitrust other foreign antitrust, anti-monopoly or similar Laws, (C) the DGCLGCL, and the Nasdaq rules and regulations and (D) any other applicable Law and (iiiE) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration rules and regulations of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNASDAQ/NMS. Parent and the Company The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the generality of Parent and the Company Section 5.13(a), each party hereto shall promptly inform the other party upon receipt others of any material communication from the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any party or the Company any affiliate thereof receives a request for additional information or documentary material from any Governmental Authority that is related such government or authority with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to in compliance with such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. The Parent shall will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority in connection with the Merger Transactions. (c) transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Parent and the Company shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if any, that a Governmental Authority as may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any applicable Antitrust Laws antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Notwithstanding the foregoing, nothing in this Section 5.13 shall require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, consent to proffer to, or authorization necessary under applicable Law for agree to (A) sell or hold separate and agree to sell, divest or to discontinue to or limit, before or after the consummation Effective Time, any assets, businesses, or interest in any assets or businesses of the Merger TransactionsParent, the Company or any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case of (A) or (B), could reasonably be expected to result in a Material Adverse Effect on the Parent or a Material Adverse Effect on the Company or to materially and adversely impact the economic or business benefits to such party of the transactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement Agreement, PubCo and in accordance with applicable Law, the Company shall (and shall cause their respective Subsidiaries to) each of the parties to this Agreement shall use its commercially their reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrationsall actions and to do, waivers, permits, orders or other authorizations fromcause to be done, and make any filings to assist and notifications with, any Governmental Authority or third party cooperate with the other Parties in doing all things necessary, proper or advisable under applicable Law Laws to consummate the Merger Transactions, (iii) make any other submissions necessarynecessary filings promptly after signing of this Agreement and obtain all necessary actions, proper or advisable in connection with the Merger Transactions under the Securities Actwaivers, registrations, permits, authorizations, Orders, consents and approvals from Governmental Authorities, the Exchange Act, expiry or early termination of any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take all steps as may be reasonably necessary to obtain an approval or receipt of waiver from, or to avoid an action or proceeding by, any Governmental Authorities, in order to consummate the Transactions as promptly as practicable and in any event prior to the Termination Date and (ii) deliver required notices or any necessary additional instruments to, and obtain required consents, approvals waivers or authorizationsany additional instruments necessary from, Third Parties in order to consummate the Transactions as applicablepromptly as practicable and in any event prior to the Termination Date. (b) Subject to applicable Laws and the requirements of applicable Governmental Authorities, under such Laws. Parent PubCo and the Company and their respective counsel shall (i) cooperate and consult in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all such filings Transactions and notificationsin connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by providing copies of all relevant documents to the non-filing party and its advisors before filing. a private Person, (bii) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable legally permissible, have the right to review in advance, and after consultation with each shall consult the other partyon, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related filing made with, or written materials to the Merger Transactions without giving the other party prior notice of the meeting or conversation andbe submitted to, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iv) where legally permissible, promptly furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Transactions. In furtherance of the foregoing and subject to applicable Laws and the requirements of Governmental Authorities, PubCo and the Company shall (with respect to any in-person discussion or meeting, remote video meeting or substantive telephonic discussion or meeting), provide the other Party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding anything to the contrary in this Section 5.10(b), PubCo and the Company may, as each deems advisable and necessary, (x) reasonably designate any competitively sensitive material provided to the other under this Section 5.10 as “Antitrust Counsel Only Material” and (y) redact materials to be provided to the other Party as necessary to comply with a contractual arrangement, to address good faith legal privilege or confidentiality concerns, to comply with applicable Law or to remove references concerning the valuation of PubCo or Company and their respective Subsidiaries. (c) Parent In furtherance of the undertakings under this Section 5.10, PubCo and the Company Company, along with their respective Subsidiaries, shall exercise commercially use their reasonable best efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws so as to enable the Parties to consummate the Transactions as promptly as practicable, and in any event prior to the Termination Date, which shall include using reasonable best efforts to propose, negotiate, commit to and effect, by consent decree, hold separate order or approvalotherwise, consent the sale, divestiture, disposition, license or authorization other disposition of such of its and its Subsidiaries’ assets, properties or businesses or of the assets, properties or businesses, and enter into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of, litigation, seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any proceeding by a Governmental Authority or any other Person under applicable Law for Antitrust Laws, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger Transactions. PubCo shall not, unless requested to do so by the Company, commit to or effect any action contemplated in the immediately preceding sentence. (d) Each of PubCo and the Company shall consult with the other Party and consider in good faith the views of the other Party with respect to the appropriate strategy relating to any matters relating to the Antitrust Laws, including with respect to any filings, notifications, submissions and communications with or to any Governmental Authority and the nature and timing of any divestitures or other remedial undertakings made for purposes of securing any required approvals under the Antitrust Laws; provided, that notwithstanding any other provisions of this Agreement to the contrary, the Company shall, on behalf of the Parties, control and direct all aspects of the Parties’ efforts with respect to applicable Antitrust Laws and any authorization, consent, notice or approval to be obtained from a Governmental Authority or Third Party with respect to the Transactions, including having principal responsibility for devising, implementing and making the final determination as to such appropriate strategy, and shall have the right, in its sole discretion, to determine the nature and timing of any such divestitures or other remedial undertakings to the extent any such divestitures or other remedial undertakings would be conditioned upon and only be effective after the Closing. PubCo shall cooperate in good faith with the Company in the Parties’ efforts to obtain any clearance, approval, waiver or expiry or early termination of any applicable waiting periods with respect to any Antitrust Laws.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain as promptly as practicable (and within twenty (20) days of the date hereof in the case of the notification required under the HSR Act) make any consentsnecessary filings, approvals, registrations, waivers, permits, orders or other authorizations fromapplications and notifications, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties to this Agreement, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement under (A) the Securities HSR Act, (B) the Exchange DGCL and the Companies Act, any applicable Antitrust Laws, and (C) the DGCL, and the Nasdaq rules and regulations of The NASDAQ Stock Market, the London Stock Exchange and any other applicable Law the Financial Services Authority, and (iiiii) take as promptly as practicable, execute and deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to applicable Laws or cause to be taken all other actions necessarythe requirements of The NASDAQ Stock Market, proper the London Stock Exchange or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periodsFinancial Services Authority, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings filings, applications, notifications and notificationsother submissions, including by providing copies of all relevant such documents to the non-filing party and its advisors before prior to filing and furnishing each other (on an outside counsel basis if appropriate) all information required for any such filing, application, notification, or other submission. Subject to applicable Laws or the requirements of The NASDAQ Stock Market, the London Stock Exchange or the Financial Services Authority, neither Parent nor the Company shall file any such document if the other party has reasonably objected to the filing of such document. As promptly as practicable following the date hereof, the Company shall file (i) with the OCS, an application for the approval of the change of ownership of the Company to be effected by the Merger (the “OCS Approval”) and (ii) with the Investment Center for an approval of the change in ownership of the Company to be effected by the Merger (“Investment Center Approval”). Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any such Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, a response in full compliance with such request. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Competition Law. Without limiting the foregoing, the parties hereto agree to (A) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Competition Law, (B) give each other an appropriate response opportunity to participate in such request meeting, (C) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Competition Law, (D) if any Governmental Entity initiates a substantive oral communication regarding any competition Law, promptly notify the other party of the substance of such communication, (E) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding the notification required under the HSR Act and (F) provide each other with copies of all written communications to or from any Governmental Entity relating to the HSR Act. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, but subject to Section 5.13(c), and unless the boards of directors of the Company and Parent mutually agree otherwise, each of the parties shall, and shall cause each of its Subsidiaries to, take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Competition Law and to enable all waiting periods under any Competition Law to expire, and to avoid or eliminate each and every impediment under any Law asserted by any Governmental Entity, in each case, to cause the Merger and the other transactions contemplated hereby to occur as promptly as reasonably practicable. No party shall participate in possible, including but not limited to (i) promptly complying with or modifying any meeting or engage in requests for additional information (including any material substantive conversation with second request) by any Governmental Authority related Entity, (ii) if necessary to obtain clearance by any Governmental Entity as promptly as possible, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Merger Transactions without giving the sale, divestiture, license or other party prior notice disposition of any and all of the meeting capital stock, assets, rights, products or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend business of Parent and participate. Parent shall advise its Subsidiaries and the Company promptly and its Subsidiaries or committing to any restrictions on its business and (iii) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, 40/41 AGREEMENT AND PLAN OF MERGER (continued) regulation or executive order that would adversely affect the ability of any understandingsparty hereto to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, undertakings enactment or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionspromulgation thereof. (c) Notwithstanding the foregoing, nothing in this Section 5.13 will require, or be construed to require, Parent or the Company to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates or (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in the case of either clause (i) or (ii), would reasonably be expected to result in a material adverse effect on the business of Parent and the Company shall exercise commercially reasonable efforts Company, taken together, as expected to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to be conducted after the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger TransactionsEffective Time.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement Agreement, the Parent Entities and in accordance with applicable Law, the Company shall (and shall cause their respective Subsidiaries to) each of the parties to this Agreement shall use its commercially their reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrationsall actions and to do, waivers, permits, orders or other authorizations fromcause to be done, and make any filings to assist and notifications with, any Governmental Authority or third party cooperate with the other Parties in doing all things necessary, proper or advisable under applicable Law Laws to consummate the Merger Transactions, (iii) make any other submissions necessarynecessary filings promptly after the signing of this Agreement and obtain all necessary actions, proper or advisable in connection with the Merger Transactions under the Securities Actwaivers, registrations, permits, authorizations, Orders, consents and approvals from Governmental Authorities, the Exchange Act, expiry or early termination of any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, and make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take all steps as may be reasonably necessary to obtain an approval or receipt of waiver from, or to avoid an action or proceeding by, any Governmental Authorities, in order to consummate the Transactions as promptly as practicable and in any event prior to the Termination Date and (ii) deliver required notices or any necessary additional instruments to, and obtain required consents, approvals waivers or authorizationsany additional instruments necessary from, any Third Parties in order to consummate the Transactions as applicablepromptly as practicable and in any event prior to the Termination Date. (b) Subject to applicable Laws and the requirements of applicable Governmental Authorities, under such Laws. the Parent Entities and the Company and their respective counsel shall (i) cooperate and consult in good faith with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all such filings Transactions and notificationsin connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by providing a private Person, (ii) to the extent legally permissible, have the right to review in advance, and each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iv) where legally permissible, promptly furnish each other with copies of all relevant documents correspondence, filings and substantive written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the nonTransactions. In furtherance of the foregoing and subject to applicable Laws and the requirements of Governmental Authorities, the Parent Entities and the Company shall (with respect to any in-filing party person discussion or meeting, remote video meeting or substantive telephonic discussion or meeting), provide the other Party and its advisors before counsel with reasonable advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding anything to the contrary in this Section 5.12(b), Parent and the Company may, as each deems advisable and necessary, (x) reasonably designate any competitively sensitive material provided to the other under this Section 5.12 as “Antitrust Counsel Only Material;” and (y) redact materials to be provided to the other Party as necessary to comply with contractual arrangements, to address good faith legal privilege or confidentiality concerns, to comply with applicable Law, or to remove references concerning the valuation of Parent or Company and their respective Subsidiaries. (bc) In furtherance of the undertakings under this Section 5.12, Parent and the Company, along with their respective Subsidiaries, shall use their reasonable best efforts to obtain clearance under any applicable Antitrust Laws so as to enable the Parties to consummate the Transactions as promptly as practicable, and in any event prior to the Termination Date, which shall include using reasonable best efforts to propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition, license or other disposition of such of its and its Subsidiaries’ assets, properties or businesses or of the assets, properties or businesses, and enter into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any proceeding by a Governmental Authority or any other Person under applicable Antitrust Laws, that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Parent shall not, unless requested to do so by the Company, commit to or effect any action contemplated in the immediately preceding sentence. (d) Each of Parent and the Company shall promptly inform consult with the other party upon receipt Party and consider in good faith the views of the other Party with respect to the appropriate strategy relating to any communication from matters relating to the Antitrust Laws, including with respect to any filings, notifications, submissions and communications with or to any Governmental Authority regarding and the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable nature and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly timing of any understandings, undertakings divestitures or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objectionsother remedial undertakings, if any, that made for purposes of securing any required approvals under the Antitrust Laws; provided that, notwithstanding any other provisions of this Agreement to the contrary, the Company shall, on behalf of the Parties, control and direct all aspects of the Parties’ efforts with respect to applicable Antitrust Laws and any authorization, consent, notice or approval to be obtained from a Governmental Authority may assert or Third Party with respect to the Merger Transactions Transactions, including having principal responsibility for devising, implementing, and making the final determination as to such appropriate strategy, and shall have the right, in its sole discretion, to determine the nature and timing of any such divestitures or other remedial undertakings to the extent any such divestitures or other remedial undertakings would be conditioned upon and only be effective after the Closing. Parent shall cooperate in good faith with the Company in the Parties’ efforts to obtain any clearance required under clearance, approval, waiver or expiry or early termination of any applicable waiting periods with respect to any Antitrust Laws or approvalLaws. (e) Parent, consent or authorization necessary under applicable Law on the one hand, and the Company, on the other, shall be responsible for the consummation and pay one-half of the Merger Transactionsfiling fees payable to any Governmental Authorities in connection with any filings made pursuant to Antitrust Laws.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of the parties to this Agreement shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to to, as promptly as practicable: (i) obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, ; (ii) make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe MBCA, the DGCL, and the Nasdaq rules and regulations and any other applicable Law Law; (iii) resolve questions or objections, if any, as may be asserted by any Governmental Authority; and (iiiiv) take or cause to be taken all other actions necessary, proper or advisable (consistent with this Section 5.6 5.8) to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company Laws as soon as practicable. (b) The parties shall cooperate and consult with each other in connection with obtaining any approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority required to consummate the making of all such filings transaction contemplated hereby, and notificationsshall, including unless prohibited by providing copies of all relevant documents to the non-filing party and its advisors before filing. law, (bi) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent Authority; (ii) promptly provide each other with copies of all written communications to or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in Authority; (iii) use good faith efforts to make, or cause to be made, to the extent practicable give each other reasonable advance notice of all meetings with any Governmental Authority; and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall (iv) not participate independently in any meeting or engage in any material substantive conversation with any a Governmental Authority related without providing reasonable advance notice to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the and an opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority participate in connection with the Merger Transactionssuch meeting. (c) Parent and Notwithstanding anything to the contrary in this Agreement, neither the Company nor Parent, nor any of their respective Affiliates, shall exercise commercially reasonable efforts be obligated to resolve (i) litigate or defend against such objectionscontest any administrative or judicial action or proceeding or any decree, if anyjudgment, that a Governmental Authority may assert with respect injunction or other order, whether temporary, preliminary or permanent, (ii) propose, negotiate, or agree to the Merger Transactions and sale, divestiture, license or other disposition of any assets or businesses, (iii) accept any operational restriction that is material to obtain its business or assets, or (iv) take any clearance required under other action that would materially limit the right of that party, any applicable Antitrust Laws of its subsidiaries, or approval, consent any of its Affiliates to own or authorization necessary under applicable Law for the consummation of the Merger Transactionsoperate its or their businesses or assets.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of Parent and the parties to this Agreement Company shall use its commercially reasonable efforts to promptly (i) use its reasonable commercial efforts to obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, transactions contemplated by this Agreement and (ii) thereafter make any other submissions necessaryeither required or deemed appropriate by either Parent or the Company, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement under (A) the Securities Act, Act and the Exchange Act, any applicable Antitrust Laws, (B) the DGCL, (C) any other applicable Laws and (D) the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNASDAQ Global Market and Euronext Paris. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before prior to filing. Neither Parent nor the Company shall file any such document if the other party has reasonably objected to the filing of such document. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participaterequest. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which that Parent proposes to make or enter into with any Governmental Authority Entity in connection with the Merger Transactionstransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Parent shall use its reasonable commercial efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws. (c) Notwithstanding the foregoing, nothing in this Section 5.10 shall require, or be construed to require, Parent and to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company shall exercise commercially reasonable efforts or any of their respective Affiliates or (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could reasonably be expected to resolve (x) result in a Parent Material Adverse Effect or defend against such objections, if any, that a Governmental Authority may assert with respect Company Material Adverse Effect or (y) materially and adversely impact the economic or business benefits to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation Parent of the Merger Transactionstransactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement agreement and in accordance with applicable Law, each of the parties to this Agreement agreement shall use its commercially reasonable efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq and NYSE rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 section 5.7 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. (b) As promptly as practicable after the date of this agreement (and in no event later than the date that is five Business Days after the date hereof), each of Parent and the Company shall file any Notification and Report Forms and related material required to be filed by it with the FTC and the United States Department of Justice, as applicable, with respect to the Merger Transactions (which shall request the early termination of any waiting period applicable to the Merger Transactions under the HSR Act), and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (cd) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a as the FTC, the United States Department of Justice or any other Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under the HSR Act, or any applicable Antitrust Laws or other approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactions. Notwithstanding anything to the contrary in this agreement, Parent shall not have any obligation to and, without the prior written consent of Parent, the Company shall not (i) litigate or contest any Legal Proceeding or Order, (ii) sell, license, divest, dispose or hold separate any assets, entities or businesses (including, after the Effective Time, of the Surviving Corporation or any of its Subsidiaries), (iii) terminate, amend or assign existing relationships or contractual rights or obligations, (iv) otherwise take actions that would limit their respective freedom of action with respect to, or its ability to retain, one or more of their respective businesses, assets or rights or interests therein, or (v) commit to take any such actions in the foregoing clauses (i) through (iv). Subject to the provisions set forth above, Parent and the Company shall take any of the following Table of Contents actions to the extent necessary or appropriate to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of the HSR Act regarding the Merger Transactions: (A) entering into negotiations; (B) providing information required by Law; and (C) substantially complying with any supplemental request for information in accordance with the HSR Act. Parent shall not require the Company or its Subsidiaries to, and the Company and its Subsidiaries shall not be required to, take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries prior to the Effective Time or in the event the Merger does not occur. (e) Parent agrees that prior to the Closing Date it and its Subsidiaries will not acquire or enter into any other Contract to acquire any other business, assets or equity of any Person if such proposed acquisition would or would reasonably be expected to prevent the consummation of the Merger Transactions.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent, Merger Sub, and the parties to this Agreement Company shall use its commercially reasonable efforts to promptly (i) use reasonable best efforts to obtain any consentsconsents (including any consents required to be obtained by the Company in order to satisfy the conditions set forth in Section 6.2(h)), approvals, registrations, waivers, permits, orders approvals or other authorizations from, and make any filings and notifications withrequired in connection with the transactions contemplated by this Agreement, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, and (ii) thereafter make any other submissions necessary, proper either required or advisable deemed appropriate by either Parent or the Company in connection with the Merger Transactions and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act, any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations DGCL and any other applicable Law and (iii) take or cause to be taken all other actions necessaryLaw. Parent, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periodsMerger Sub, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the each non-filing party and its advisors before filing. Neither Parent, Merger Sub nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger or any other transaction contemplated by this Agreement at the behest of any Governmental Authority without the prior written consent of each other party to this Agreement, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Each of Parent Parent, Merger Sub, and the Company shall promptly inform the each other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactionsor any of the other transactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactionsor any of the other transactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the each other party, an appropriate response to such request request. Parent shall advise the Company, as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionsor any of the other transactions contemplated by this Agreement. (c) Nothing in this Agreement shall obligate Parent or Merger Sub or any other Subsidiary of Parent to, and the Company shall not and cause each of its Subsidiaries to not, agree (i) to limit in any manner whatsoever or not to exercise commercially reasonable efforts any rights of ownership of any securities (including the Company Common Stock), or to resolve divest, dispose of or defend against such objectionshold separate any securities or all or a portion of their respective businesses, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws assets or approval, consent properties or authorization necessary under applicable Law for the consummation of the Merger Transactionsbusiness, assets or properties of the Company or any of its Subsidiaries or (ii) to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and any of its Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and any of its Subsidiaries.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any Company Governmental Consents and Parent Governmental Consents and any other consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent, Merger Sub or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or reasonably deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange Act, any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations Act and any other applicable Law federal or state securities laws, (B) any applicable antitrust, anti-monopoly or similar Laws, (C) the GCL, (D) any other applicable Law, and (iiiE) take or cause to be taken all other actions necessarythe rules and regulations of National Association of Securities Dealers, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company Inc. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party to this Agreement shall participate in consent to any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly voluntary extension of any understandings, undertakings statutory deadline or agreements (oral waiting period or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for voluntary delay of the consummation of the Merger Transactionsand the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent, Merger Sub and the parties to this Agreement Company shall use its commercially reasonable efforts to as promptly as practicable (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withnotifications, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, Transactions and (ii) make any other submissions necessary, proper either required or advisable reasonably deemed appropriate by Parent or the Company in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaw. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents (except to the extent containing confidential information of such party) to the non-filing party and its advisors before filing. (b) Each Without limiting the generality of the foregoing Section 5.10(a), Parent and the Company shall as promptly inform as practicable, but in any event within 10 Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form or filing and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Parent and the Company shall furnish to the other party upon receipt such necessary information and reasonable assistance as the other may request in connection with its preparation of any communication from filing that is necessary under the HSR Act. Each party shall use commercially reasonable efforts to obtain any Governmental Authority regarding clearance required under the Merger HSR Act for the consummation of the Transactions. If . (c) Parent and Company shall keep the other apprised of the status of any communications with, and any inquiries or the Company receives a request requests for additional information from the FTC, the DOJ, or any other Governmental Authority that is related to the Merger Transactions, then such party and shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request comply as promptly as reasonably practicablepracticable with any such inquiry or request and provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or any other applicable Law. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation andconversation. Notwithstanding anything herein to the contrary, unless (i) Parent shall have, except where prohibited by such applicable Law, responsibility for determining the strategy for dealing with any Governmental Authority, Authority regarding the opportunity application of any applicable antitrust Laws to attend and participate. the Transactions (provided that Parent shall advise consult with the Company promptly of with respect to such strategy and keep the Company informed on a reasonably current basis as to developments and changes in such strategy), including being entitled to direct any understandings, undertakings proceedings or agreements (oral or written) which Parent proposes to make or enter into negotiations with any Governmental Authority in connection with respect thereof; (ii) Parent shall not be obligated to contest any final action or decision taken by the Merger FTC or DOJ or any other Governmental Authority challenging the consummation of the Transactions, and (iii) in no event shall Parent be required to (A) sell or otherwise dispose of, hold separate or agree to sell or dispose of, any assets, categories of assets or businesses of Parent or its subsidiaries, (B) terminate existing relationships, contractual rights or obligations or (C) amend or terminate existing licenses or other intellectual property agreements or enter into new licenses or other intellectual property agreements to avoid, prevent or terminate any action by the FTC or DOJ or any other Governmental Authority which would restrain, enjoin or otherwise prevent consummation of the Transactions. (cd) Parent and the The Company shall exercise commercially reasonable efforts to resolve or defend against such objectionsshall, if any, that a Governmental Authority may assert with respect to the Merger extent permitted by applicable Law, (i) take all actions necessary so that no Takeover Law becomes applicable to the Transactions and (ii) if any such Takeover Law becomes applicable to obtain any clearance required under any applicable Antitrust Laws or approvalthe Transactions, consent or authorization take all actions necessary under applicable Law for so that the consummation of the Merger TransactionsTransactions may be consummated as promptly as practicable.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain as promptly as practicable (and within twenty (20) days of the date hereof in the case of the notification required under the HSR Act) make any consentsnecessary filings, approvals, registrations, waivers, permits, orders or other authorizations fromapplications and notifications, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties to this Agreement, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement under (A) the Securities HSR Act, (B) the Exchange DGCL and the Companies Act, any applicable Antitrust Laws, and (C) the DGCL, and the Nasdaq rules and regulations of The NASDAQ Stock Market, the London Stock Exchange and any other applicable Law the Financial Services Authority, and (iiiii) take as promptly as practicable, execute and deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to applicable Laws or cause to be taken all other actions necessarythe requirements of The NASDAQ Stock Market, proper the London Stock Exchange or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periodsFinancial Services Authority, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings filings, applications, notifications and notificationsother submissions, including by providing copies of all relevant such documents to the non-filing party and its advisors before prior to filing and furnishing each other (on an outside counsel basis if appropriate) all information required for any such filing, application, notification, or other submission. Subject to applicable Laws or the requirements of The NASDAQ Stock Market, the London Stock Exchange or the Financial Services Authority, neither Parent nor the Company shall file any such document if the other party has reasonably objected to the filing of such document. As promptly as practicable following the date hereof, the Company shall file (i) with the OCS, an application for the approval of the change of ownership of the Company to be effected by the Merger (the “OCS Approval”) and (ii) with the Investment Center for an approval of the change in ownership of the Company to be effected by the Merger (“Investment Center Approval”). Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any such Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, a response in full compliance with such request. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Competition Law. Without limiting the foregoing, the parties hereto agree to (A) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Competition Law, (B) give each other an appropriate response opportunity to participate in such request meeting, (C) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Competition Law, (D) if any Governmental Entity initiates a substantive oral communication regarding any competition Law, promptly notify the other party of the substance of such communication, (E) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding the notification required under the HSR Act and (F) provide each other with copies of all written communications to or from any Governmental Entity relating to the HSR Act. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, but subject to Section 5.13(c), and unless the boards of directors of the Company and Parent mutually agree otherwise, each of the parties shall, and shall cause each of its Subsidiaries to, take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Competition Law and to enable all waiting periods under any Competition Law to expire, and to avoid or eliminate each and every impediment under any Law asserted by any Governmental Entity, in each case, to cause the Merger and the other transactions contemplated hereby to occur as promptly as reasonably practicable. No party shall participate in possible, including but not limited to (i) promptly complying with or modifying any meeting or engage in requests for additional information (including any material substantive conversation with second request) by any Governmental Authority related Entity, (ii) if necessary to obtain clearance by any Governmental Entity as promptly as possible, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Merger Transactions without giving the sale, divestiture, license or other party prior notice disposition of any and all of the meeting capital stock, assets, rights, products or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend business of Parent and participate. Parent shall advise its Subsidiaries and the Company promptly and its Subsidiaries or committing to any restrictions on its business and (iii) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any understandingsparty hereto to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, undertakings enactment or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionspromulgation thereof. (c) Notwithstanding the foregoing, nothing in this Section 5.13 will require, or be construed to require, Parent or the Company to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates or (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in the case of either clause (i) or (ii), would reasonably be expected to result in a material adverse effect on the business of Parent and the Company shall exercise commercially reasonable efforts Company, taken together, as expected to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to be conducted after the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger TransactionsEffective Time.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of Parent and the Company shall use its reasonable best efforts to (i) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain any consentsin connection with the authorization, approvalsexecution, registrations, waivers, permits, orders or other authorizations from, delivery and make any filings performance of this Agreement and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, consummation of the transactions contemplated hereby; (ii) make all necessary registrations and filings, and thereafter make any other submissions necessaryrequired or deemed appropriate by either Parent or the Company, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement under (A) the Securities Act, Act and the Exchange Act, any applicable Antitrust (B) Foreign Competition Laws, (C) the DGCLCompanies Act, and (D) the Nasdaq NYSE rules and regulations and (E) any other applicable Law and (iii) take Laws or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Lawsfrom CFIUS. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and or its advisors prior to filing. Neither Parent nor the Company shall file any such document if the other party has reasonably objected to the filing of such document. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. The parties to this Agreement 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 parties, and make reasonable best efforts to (i) 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; (ii) 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; (iii) consult with the other parties prior to taking a position, and permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before filingmaking or submitting any of the foregoing to any Governmental Entity by or on behalf of any party hereto in connection with any investigations or proceedings related solely to this Agreement or the transactions contemplated hereby or given in connection with any proceeding by a private party and (iv) consult with the other parties 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 give the other parties the opportunity to attend and participate in such meetings and conferences (unless prohibited by such Governmental Entity). The parties contemplate that as a general matter the Company shall be represented at in-person meetings with any Governmental Entity (unless prohibited by such Governmental Entity). Notwithstanding the foregoing, the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.11(a) as “Counsel Only Material. ” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by outside counsel to employees, officers, directors or consultants of the recipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (bthe Company or Parent as the case may be) or its legal counsel. Each of the Company and Parent shall cause their respective outside counsels to comply with this Section 5.11. Notwithstanding anything to the contrary in this Section 5.11, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and, privileged communications and competitively sensitive information. Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. Each of the Company, Parent and Acquisition Sub shall contact CFIUS as promptly as practicable and in any event within ten (10) Business Days of the date hereof and request an informal consultation, following which they will jointly prepare and submit a draft joint voluntary notice in accordance with 31 C.F.R. Section 800.401(g), and after resolution of all questions and comments received from CFIUS on such draft, shall prepare and submit the CFIUS Notice, and the parties shall respond to any inquiries from CFIUS in respect of the CFIUS filing, and the parties shall use their reasonable best efforts to respond within the time frame set forth in 31 C.F.R. Section 800.403(a)(3), or otherwise provided by CFIUS, without the need to request an extension of time, and shall make any other submissions under Exon-Xxxxxx that are required to be made or that the parties agree should be made. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participaterequest. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority Entity or any private party challenging the transactions contemplated by this Agreement. In furtherance and not in connection with limitation of the Merger Transactions. (c) foregoing, each of Parent and the Company shall exercise commercially use its reasonable best efforts to (i) resolve or defend against such objections, if any, any objections that a Governmental Authority may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any applicable Antitrust Laws antitrust, competition or approvaltrade regulatory Laws, consent (ii) avoid the entry of, or authorization necessary under applicable Law for 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 Merger Transactionstransactions contemplated hereby; and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Parent or any of its Affiliates or the Company be obligated to agree, as a condition for resolving any such objections, to dispose of, divest of or hold separate any of its properties or other assets, or the properties or other assets of the Company and its Subsidiaries after the consummation of the Amalgamation or to subject itself to any restriction on the operation of its business or the business of the Company and its Subsidiaries after the consummation of the Amalgamation that would reasonably be expected to have a material adverse effect on the business, operations, properties, assets, financial condition or Liabilities of Parent and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole. No party 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. (b) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.11 shall limit a party’s right to terminate this Agreement pursuant to Section 7.2(b), Section 7.2(c) or Section 7.2(d) so long as such party has up to then complied in all material respects with its obligations under this Section 5.11.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of Parent and the parties to this Agreement Company shall (i) use its commercially reasonable efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withnotifications, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, transactions expressly contemplated by this Agreement and (ii) thereafter make any other submissions necessaryeither required or deemed appropriate by either Parent or the Company, proper or advisable in connection with the Merger Transactions transactions expressly contemplated by this Agreement under (A) the Securities Act, Act and the Exchange Act, any applicable Antitrust Laws(B) the HSR Act, (C) the DGCL, (D) any other applicable Laws and (E) the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNasdaq. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before prior to filing. Neither Parent nor the Company shall file any such document if the other party has reasonably objected to the filing of such document. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions expressly contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions expressly contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any such Governmental Authority Entity that is related to the Merger Transactionstransactions expressly contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participaterequest. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity in connection with the Merger Transactionstransactions expressly contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Parent shall use its commercially reasonable efforts to resolve any objections that may be asserted with respect to the transactions expressly contemplated by this Agreement under any antitrust, competition or trade regulatory Laws. (c) Notwithstanding the foregoing, nothing in this Section 5.10 shall require, or be construed to require, Parent to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates or (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could reasonably be expected to (x) be material to Parent and its Subsidiaries, taken as a whole, or to the Company shall exercise commercially reasonable efforts and its Subsidiaries, taken as a whole, or (y) materially and adversely impact the economic or business benefits to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation Parent of the Merger Transactionstransactions expressly contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent, Merger Sub and the parties to this Agreement Company shall use its commercially reasonable efforts to as promptly as practicable (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withnotifications, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, Transactions and (ii) make any other submissions necessary, proper either required or advisable reasonably deemed appropriate by Parent or the Company in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaw. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents (except to the extent containing confidential information of such party) to the non-filing party and its advisors before filing. (b) Each Without limiting the generality of the foregoing Section 5.10(a), Parent and the Company shall as promptly inform as practicable, but in any event within 10 Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form or filing and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Parent and the Company shall furnish to the other party upon receipt such necessary information and reasonable assistance as the other may request in connection with its preparation of any communication from filing that is necessary under the HSR Act. Each party shall use commercially reasonable efforts to obtain any Governmental Authority regarding clearance required under the Merger HSR Act for the consummation of the Transactions. If . (c) Parent and Company shall keep the other apprised of the status of any communications with, and any inquiries or the Company receives a request requests for additional information from the FTC, the DOJ, or any other Governmental Authority that is related to the Merger Transactions, then such party and shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request comply as promptly as reasonably practicablepracticable with any such inquiry or request and provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or any other applicable Law. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation andconversation. Notwithstanding anything herein to the contrary, unless (i) Parent shall have, except where prohibited by such applicable Law, responsibility for determining the strategy for dealing with any Governmental Authority, Authority regarding the opportunity application of any applicable antitrust Laws to attend and participate. the Transactions (provided that Parent shall advise consult with the Company promptly of with respect to such strategy and keep the Company informed on a reasonably current basis as to developments and changes in such strategy), including being entitled to direct any understandings, undertakings proceedings or agreements (oral or written) which Parent proposes to make or enter into negotiations with any Governmental Authority in connection with respect thereof; (ii) Parent shall not be obligated to contest any final action or decision taken by the Merger FTC or DOJ or any other Governmental Authority challenging the consummation of the Transactions, and (iii) in no event shall Parent be required to (A) sell or otherwise dispose of, hold separate or agree to sell or dispose of, any assets, categories of assets or businesses of Parent or its subsidiaries, (B) terminate existing relationships, contractual rights or obligations or (C) amend or terminate existing licenses or other intellectual property agreements or enter into new licenses or other intellectual property agreements to avoid, prevent or terminate any action by the FTC or DOJ or any other Governmental Authority which would restrain, enjoin or otherwise prevent consummation of the Transactions. (cd) Parent and the The Company shall exercise commercially reasonable efforts to resolve or defend against such objectionsshall, if any, that a Governmental Authority may assert with respect to the Merger extent permitted by applicable Law, (i) take all actions necessary so that no Takeover Law becomes applicable to the Transactions and (ii) if any such Takeover Law becomes applicable to obtain any clearance required under any applicable Antitrust Laws or approvalthe Transactions, consent or authorization take all actions necessary under applicable Law for so that the consummation of the Merger TransactionsTransactions may be consummated as promptly as practicable.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of Parent and the parties to this Agreement Company shall use its commercially reasonable efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law set forth in Schedule 6.2(d) to consummate the Merger Transactions, (ii) make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsAgreement. Parent and the Company shall shall, subject to applicable Laws relating to the exchange of information, cooperate and consult with each other in connection with the making of all such filings and notificationsnotifications required in connection with the transactions contemplated by this Agreement, including by providing copies of all relevant documents to the non-filing party and its advisors before prior to filing. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Subject to Section 5.8(c) below, if Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any such Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participaterequest. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity in connection with the Merger Transactionstransactions contemplated by this Agreement. (c) Notwithstanding the foregoing, nothing in this Section 5.8 shall require, or be construed to require, Parent and to agree to (i) comply with any “second request” by the Federal Trade Commission or the Department of Justice under the HSR Act, (ii) sell, hold separate, divest, discontinue or limit, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company shall exercise commercially reasonable efforts to resolve or defend against any of their respective Affiliates or (iii) any conditions relating to, or changes or restriction in, the operations of any such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws assets or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactionsbusinesses.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement Agreement, the Parent Entities and in accordance with applicable Law, the Company shall (and shall cause their respective Subsidiaries to) each of the parties to this Agreement shall use its commercially their reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrationsall actions and to do, waivers, permits, orders or other authorizations fromcause to be done, and make any filings to assist and notifications with, any Governmental Authority or third party cooperate with the other Parties in doing all things necessary, proper or advisable under applicable Law Laws to consummate the Merger Transactions, (iii) make any other submissions necessarynecessary filings promptly after the signing of this Agreement and obtain all necessary actions, proper or advisable in connection with the Merger Transactions under the Securities Actwaivers, registrations, permits, authorizations, Orders, consents and approvals from Governmental Authorities, the Exchange Act, expiry or early termination of any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, and make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take all steps as may be reasonably necessary to obtain an approval or receipt of waiver from, or to avoid an action or proceeding by, any Governmental Authorities, in order to consummate the Transactions as promptly as practicable and in any event prior to the Termination Date and (ii) deliver required notices or any necessary additional instruments to, and obtain required consents, approvals waivers or authorizationsany additional instruments necessary from, any Third Parties in order to consummate the Transactions as applicablepromptly as practicable and in any event prior to the Termination Date. (b) Subject to applicable Laws and the requirements of applicable Governmental Authorities, under such Laws. the Parent Entities and the Company and their respective counsel shall (i) cooperate and consult in good faith with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all such filings Transactions and notificationsin connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by providing a private Person, (ii) to the extent legally permissible, have the right to review in advance, and each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iv) where legally permissible, promptly furnish each other with copies of all relevant documents correspondence, filings and substantive written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the nonTransactions. In furtherance of the foregoing and subject to applicable Laws and the requirements of Governmental Authorities, the Parent Entities and the Company shall (with respect to any in-filing party person discussion or meeting, remote video meeting or substantive telephonic discussion or meeting), provide the other Party and its advisors before counsel with reasonable advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding anything to the contrary in this Section 5.10(b), Parent and the Company may, as each deems advisable and necessary, (x) reasonably designate any competitively sensitive material provided to the other under this Section 5.10 as “Antitrust Counsel Only Material;” and (y) redact materials to be provided to the other Party as necessary to comply with contractual arrangements, to address good faith legal privilege or confidentiality concerns, to comply with applicable Law, or to remove references concerning the valuation of Parent or Company and their respective Subsidiaries. (bc) In furtherance of the undertakings under this Section 5.10, Parent and the Company, along with their respective Subsidiaries, shall use their reasonable best efforts to obtain clearance under any applicable Antitrust Laws so as to enable the Parties to consummate the Transactions as promptly as practicable, and in any event prior to the Termination Date, which shall include using reasonable best efforts to propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition, license or other disposition of such of its and its Subsidiaries’ assets, properties or businesses or of the assets, properties or businesses, and enter into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any proceeding by a Governmental Authority or any other Person under applicable Antitrust Laws, that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Parent shall not, unless requested to do so by the Company, commit to or effect any action contemplated in the immediately preceding sentence. (d) Each of Parent and the Company shall promptly inform consult with the other party upon receipt Party and consider in good faith the views of the other Party with respect to the appropriate strategy relating to any communication from matters relating to the Antitrust Laws, including with respect to any filings, notifications, submissions and communications with or to any Governmental Authority regarding and the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable nature and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly timing of any understandings, undertakings divestitures or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objectionsother remedial undertakings, if any, that made for purposes of securing any required approvals under the Antitrust Laws; provided that, notwithstanding any other provisions of this Agreement to the contrary, the Company shall, on behalf of the Parties, control and direct all aspects of the Parties’ efforts with respect to applicable Antitrust Laws and any authorization, consent, notice or approval to be obtained from a Governmental Authority may assert or Third Party with respect to the Merger Transactions Transactions, including having principal responsibility for devising, implementing, and making the final determination as to such appropriate strategy, and shall have the right, in its sole discretion, to determine the nature and timing of any such divestitures or other remedial undertakings to the extent any such divestitures or other remedial undertakings would be conditioned upon and only be effective after the Closing. Parent shall cooperate in good faith with the Company in the Parties’ efforts to obtain any clearance required under clearance, approval, waiver or expiry or early termination of any applicable waiting periods with respect to any Antitrust Laws or approvalLaws. (e) Parent, consent or authorization necessary under applicable Law on the one hand, and the Company, on the other, shall be responsible for the consummation and pay one-half of the Merger Transactionsfiling fees payable to any Governmental Authorities in connection with any filings made pursuant to Antitrust Laws.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of the parties to this Agreement shall use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, the ICA and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 5.7 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. (b) As promptly as practicable after the date of this Agreement (and in no event later than the date that is ten (10) Business Days after the date hereof), each of Parent and the Company shall file any Notification and Report Forms and related material required to be filed by it with the FTC and the United States Department of Justice, as applicable, with respect to the Merger Transactions (which shall request the early termination of any waiting period applicable to the Merger Transactions under the HSR Act), and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) As promptly as practicable after the date of this Agreement (and in no event later than the date that is thirty (30) calendar days after the date hereof), Merger Sub shall file the ICA Notice, and it and Parent shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (d) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. Each of Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable (including making any filings or notices required or requested by any Governmental Authority) under applicable Laws to consummate and make effective the Merger Transactions as expeditiously as practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by subject to applicable privilege and consistent with any direction or instruction from such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (ce) Parent Parent, Merger Sub and the Company shall exercise commercially reasonable best efforts to resolve or defend against such objections, if any, that a as the FTC, the United States Department of Justice or any other Governmental Authority may assert with respect to the Merger Transactions and to obtain the ICA Clearance, any clearance required under the HSR Act, or any applicable Antitrust Laws or other approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactions. Notwithstanding anything to the contrary in this Agreement, Parent and the Company shall take any of the following actions to the extent necessary or appropriate to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of the HSR Act regarding the Merger Transactions: (A) enter into negotiations; (B) provide information required by Law; and (C) substantially comply with any supplemental request for information in accordance with the HSR Act. Notwithstanding anything to the contrary in this Agreement, Parent and its Affiliates shall have no obligation to: (A) litigate or contest any Legal Proceeding or Order; (B) sell, license, divest, dispose or hold separate any assets, entities or businesses (including, after the Effective Time, of the Surviving Corporation or any of its Subsidiaries); (C) terminate, amend or assign existing relationships or contractual rights or obligations; or (D) otherwise take actions that would limit its freedom of action with respect to, or its ability to retain, one or more of its respective businesses, assets or rights or interests therein (including the Surviving Corporation or any of its Subsidiaries). (f) Parent shall, in consultation with the Company, determine strategy, lead all proceedings and coordinate all activities with respect to seeking any actions, consents, approvals or waivers of any Governmental Authority, and the Company shall take such actions as reasonably requested by Parent in connection with obtaining such consents, approvals or waivers. Parent shall not require the Company or its Subsidiaries to, and the Company and its Subsidiaries shall not be required to, take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries prior to the Effective Time or in the event the Merger does not occur.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent and the parties to this Agreement Company shall, and each of Parent and the Company shall cause each of its respective HSR Affiliates to, use its commercially reasonable best efforts to promptly promptly: (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations or waivers from, and make any filings and notifications withrequired by, any Governmental Authority or third other Person reasonably requested by Parent in connection with the transactions contemplated by this Agreement, including under any Contract to which Parent or the Company (as reasonably requested by Parent) or any of their respective Subsidiaries (in the case of Subsidiaries of the Company, as reasonably requested by Parent) is a party necessary, proper or advisable under applicable Law to consummate the Merger Transactionsby which their respective properties or assets may be bound, (ii) make any other submissions necessaryeither required or deemed appropriate by either Parent or the Company, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement, including under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq Communications Laws, rules and regulations of NASDAQ and any other applicable Law and Law, (iii) take or cause to be taken all other actions necessary, proper appropriate or advisable consistent with this Section 5.6 5.10 to (A) cause the expiration of the applicable waiting periods, (B) remove, mitigate or limit any material conditions that may be imposed by the FCC, a State PUC, or any other Governmental Authority on any such authorization, consent, Order, declaration or approval of, or ability to contract with, any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement or (C) obtain receipt of required consents, approvals or authorizations, including the FCC Consents and State PUC Consents, as applicable, under Communications Laws as soon as practicable, (iv) defend any Legal Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, until the entry of a judgment on the merits in such LawsLegal Action by a court or other Governmental Authority of competent jurisdiction (whether such judgment is appealable or not) and (v) execute and deliver any additional documents or instruments necessary to consummate the transactions and to fully carry out the purposes of this Agreement. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications. Neither Parent nor the Company shall extend any statutory deadline or waiting period or consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other party (which consent shall not be unreasonably withheld, including by providing copies of all relevant documents to the non-filing party and its advisors before filingconditioned or delayed). (b) As promptly as practicable after the date of this Agreement and in any event no later than (i) ten (10) Business Days after the date of this Agreement, each of Parent and the Company shall file any Notification and Report Forms and related material required to be filed by it with the United States Federal Trade Commission and the United States Department of Justice, as applicable, to request early termination of the applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement, and shall promptly make any further filings pursuant thereto that may be necessary, appropriate or advisable and (ii) ten (10) Business Days after the date of this Agreement, each of Parent and the Company shall make all notifications and other filings required or appropriate under Communications Laws or any other Regulatory Law (including all required or appropriate notifications, registrations, applications and other filings to or with the FCC, foreign regulatory authorities or State PUCs, including those requesting the FCC Consents and State PUC Consents). Parent shall pay the applicable FCC, HSR and State PUC filing fees with respect to all such notices, filings, and applications seeking all applicable FCC Consents and State PUC Consents. In the event that any petition for reconsideration or appeal is filed, the Company and Parent will cooperate and use their respective reasonable best efforts to oppose or contest any such petition or appeal. In the event that the FCC or any State PUC seeks to impose material conditions on the approval of the transactions contemplated by this Agreement, the Company and Parent will cooperate and use their respective reasonable best efforts to oppose, mitigate or limit any such material condition. In the event that the FCC or any State PUC issues a decision rescinding any Permit, the parties will cooperate and use their respective reasonable best efforts to seek reconsideration and to appeal such decision. In the event that, notwithstanding the cooperation and reasonable best efforts of the Company and the Parent, the FCC or any State PUC rescinds any Permit by a final order as to which no further reconsideration or appeal is available, the Company and the Parent agree to cooperate to comply with such final order with the plan of action for that compliance to be mutually agreed upon by the Company and the Parent. (c) Each of Parent and the Company shall, and subject to any restrictions under any Law, shall cause its HSR Affiliates to, promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective HSR Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably request. Prior to delivery of such response, to the extent practicable, such party shall provide the other party with a reasonable opportunity to review and comment on such response. No party shall participate in any meeting substantive meeting, or engage in any material substantive conversation conversation, with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the such meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Parent and the Company shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if any, any objections that a Governmental Authority may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Law as promptly as practicable. (d) All obligations under this Section 5.10 applicable Antitrust Laws or approvalto Parent shall also apply to Parent’s HSR Affiliates, consent or authorization necessary under applicable Law for the consummation of the Merger Transactionsmutatis mutandis, and Parent shall cause its HSR Affiliates to comply with such obligations.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of the parties Buyer and the Seller Representative shall (i) subject to this Agreement shall Section 6.6(b) with respect to the Buyer, use its commercially reasonable efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withrequired in connection with the transactions contemplated by this Agreement under, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, and (ii) thereafter make any other submissions necessary, proper either required or advisable deemed appropriate in connection with the Merger Transactions under transactions contemplated by this Agreement under, (A) the Securities Act, the Exchange Act, any applicable Antitrust Laws, the DGCL, HSR Act and the Nasdaq rules and regulations and (B) any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent The Buyer and the Company Seller Representative shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and or its advisors before prior to filing; and in furtherance thereof, as soon as practicable after the date of this Agreement and in no event later than five Business Days after the date hereof, the Buyer and the Seller Representative agree to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Neither the Buyer nor the Seller Representative shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent the Buyer and the Company Seller Representative shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent the Buyer or the Company Seller Representative (or any of their respective Affiliates) receives a request for additional information from any such Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent The Buyer shall advise the Company Seller Representative promptly of any understandings, undertakings or agreements (oral or written) which Parent the Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity in connection with the Merger Transactionstransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Buyer shall use its best efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including using its best efforts to contest any Legal Action related thereto. (c) Parent The Sellers and the Company Buyer shall exercise use their respective commercially reasonable efforts to resolve obtain any third party consents from Persons who are not Governmental Entities necessary, proper or defend against advisable to assign the Assets, provided that no party nor any of their Affiliates shall be required to pay or commit to pay to such objectionsPerson whose approval or consent is being solicited any cash or other consideration, if anymake any commitment or to incur any Liabilities or obligations of any kind, that a Governmental Authority may assert with respect whether accrued, contingent, absolute, inchoate or otherwise. (d) Notwithstanding anything in this Agreement to the Merger Transactions and contrary, in connection with the receipt of any necessary governmental approvals or clearances (including under the HSR Act), no party nor its Affiliates shall be required to obtain sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, license, hold separate or otherwise dispose of or conduct the Assets or their business in a specified manner, or permit the sale, holding separate or other disposition of, any clearance required under assets of such party or any applicable Antitrust Laws of such party’s Affiliates or approval, consent or authorization necessary under applicable Law for the consummation conduct of the Merger Transactionstheir business in a specified manner.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with applicable LawAgreement, each of the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to satisfy the conditions set forth in Article VI and to consummate and make effective the Merger Transactionsand the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated by this Agreement required under (A) the Securities Exchange Act of 1934 and any other applicable federal or Blue Sky Laws, (B) the HSR Act, the Exchange Act, any applicable Antitrust Laws, (C) the DGCL, and the Nasdaq rules and regulations and (D) any other applicable Law and (iiiE) take or cause the rules and regulations of The New York Stock Exchange. The parties to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company Agreement shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other party to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and Notwithstanding the Company foregoing, nothing in this Section 5.6 shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If require, or be construed to require, Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger TransactionsCompany, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionsreceipt of any regulatory approval, to proffer to, or agree to (A) sell or hold separate and agree to sell, divest or to discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent or the Company, or any of their affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by Parent or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses. (c) Parent If, at any time after the Effective Time any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company shall exercise commercially reasonable efforts and Merger Sub or to resolve or defend against such objectionsmore fully carry out the terms and intentions of this Agreement, if any, that a Governmental Authority may assert with respect to the Merger Transactions officers and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation director of the Company, Parent or Merger TransactionsSub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of Parent and the Company shall use its reasonable best efforts to (i) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain any consentsin connection with the authorization, approvalsexecution, registrations, waivers, permits, orders or other authorizations from, delivery and make any filings performance of this Agreement and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, consummation of the transactions contemplated hereby; (ii) make all necessary registrations and filings, and thereafter make any other submissions necessaryrequired or deemed appropriate by either Parent or the Company, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement under (A) the Securities Act, Act and the Exchange Act, any applicable Antitrust (B) Foreign Competition Laws, (C) the DGCLCompanies Act, and (D) the Nasdaq NYSE rules and regulations and (E) any other applicable Law and (iii) take Laws or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Lawsfrom CFIUS. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and or its advisors before prior to filing. (b) Each of . Neither Parent and nor the Company shall promptly inform file any such document if the other party upon receipt has reasonably objected to the filing of such document. Neither Parent nor the Company shall consent to any voluntary extension of any communication from statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority regarding Entity without the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with consent of the other party, an appropriate response which consent shall not be unreasonably withheld or delayed. The parties to this Agreement will cooperate with each other in connection with the making of all such request as promptly as reasonably practicable. No filings, including providing copies of all such filings and attachments to outside counsel for the non-filing parties, and make reasonable best efforts to (i) 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; (ii) keep the other parties informed in all material respects of any material communication received by such party shall participate 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; (iii) consult with the other parties prior to taking a position, and permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party hereto in connection with any investigations or proceedings related solely to this Agreement or the transactions contemplated hereby or given in connection with any proceeding by a private party and (iv) consult with the other parties in advance of any meeting or engage conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in any material substantive conversation connection with any Governmental Authority related to the Merger Transactions without giving proceeding by a private party relating thereto, and give the other party prior notice of parties the meeting or conversation and, opportunity to attend and participate in such meetings and conferences (unless prohibited by such Governmental Authority, the opportunity to attend and participateEntity). Parent shall advise The parties contemplate that as a general matter the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into shall be represented at in-person meetings with any Governmental Authority in connection with the Merger TransactionsEntity (unless prohibited by such Governmental Entity). (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactions.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of the parties to this Agreement shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions reasonably necessary, proper or advisable consistent with this Section 5.6 5.8 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaws as soon as practicable. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. Parent shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. (b) As promptly as practicable after the date of this Agreement, each of Parent and the Company shall file and not withdraw any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the United States Department of Justice, as applicable, with respect to the Merger Transactions (which shall request the early termination of any waiting period applicable to the Merger Transactions under the HSR Act), and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactions. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. In furtherance and not in limitation of the foregoing, Parent shall use its reasonable best efforts to resolve any objections that may be asserted with respect to the Merger Transactions under any antitrust, competition or trade regulatory Law, including the HSR Act, as promptly as practicable. (cd) Notwithstanding anything to the contrary in this Agreement, Parent shall take, and shall cause its Affiliates to take (and, notwithstanding anything to the contrary in this Agreement, the Company and its Affiliates shall exercise commercially reasonable efforts be permitted to take, without affecting any representation, warranty, covenant or condition in this Agreement), any action reasonably necessary to avoid the entry or to effect the dissolution of, or vacate or lift, any Order that would otherwise have the effect of preventing, impairing or delaying the consummation of the Merger Transactions, or to resolve any objections as the Federal Trade Commission, the United States Department of Justice or defend against such objections, if any, that a any other Governmental Authority may assert under any Law with respect to the Merger Transactions and to obtain any clearance required under the HSR Act, or any applicable Antitrust Laws or other approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactions, including (i) (A) selling, licensing, divesting or disposing of or holding separate any non-material entities, assets or businesses (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (B) terminating, amending or assigning existing non-material relationships or contractual rights or obligations, (C) changing or modifying any course of conduct regarding future operations in non-material respects, (D) otherwise taking actions that would limit their respective freedom of action with respect to, or its ability to retain, one or more of their respective non-material businesses, assets or rights or interests therein, and (E) committing to take any such actions in the foregoing clauses (A) through (D) (each, a “Divestiture Action”) and (ii) defending through litigation any Legal Action brought or threatened to be brought by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated, lifted or terminated, any Order that would prevent the consummation of the Merger Transactions from occurring prior to the Outside Date. For the avoidance of doubt, the Company shall cooperate with Parent and shall use its reasonable best efforts to assist Parent in resisting and reducing any Divestiture Action, and the Company and its Affiliates shall not, and shall not permit any of its or their Representatives to, offer or agree to any Divestiture Action without the prior written consent of Parent. Parent shall not require the Company or its Subsidiaries to, and the Company and its Subsidiaries shall not be required to, take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries prior to the Effective Time or in the event the Merger does not occur.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any Company Governmental Consents and Parent Governmental Consents and any other consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) make as promptly as practicable after the date hereof all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange ActAct and any other applicable federal or Blue Sky Laws, (B) the HSR Act and any applicable Antitrust other foreign antitrust, anti-monopoly or similar Laws, (C) the DGCLCBCA, and the Nasdaq rules and regulations and (D) any other applicable Law and (iiiE) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration rules and regulations of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNYSE. Parent and the Company The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting party or to any voluntary delay of the consummation of the Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the generality of Parent and the Company Section 5.12(a), each party hereto shall promptly inform the other party upon receipt others of any material communication from the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any party or the Company any affiliate thereof receives a request for additional information or documentary material from any Governmental Authority that is related such government or authority with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to in compliance with such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. The Parent shall will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority in connection with the Merger Transactions. (c) transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Parent and the Company shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if any, that a Governmental Authority as may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any applicable Antitrust Laws antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Notwithstanding the foregoing, nothing in this Section 5.12 shall require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, consent to proffer to, or authorization necessary under applicable Law for agree to (A) sell or hold separate and agree to sell, divest or to discontinue to or limit, before or after the consummation Effective Time, any assets, businesses, or interest in any assets or businesses of the Merger TransactionsParent, the Company or any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case could reasonably be expected to result in a Material Adverse Effect on the Parent or a Material Adverse Effect on the Company or to materially and adversely impact the economic or business benefits to such party of the transactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Merger Sub or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange Act and any other applicable federal or Blue Sky Laws, (B) the HSR Act, any applicable Antitrust Laws(C) Exon-Fxxxxx, (D) the DGCLNJBCA, and the Nasdaq rules and regulations and (E) ISRA, (F) any other applicable Law and (iiiG) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration rules and regulations of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNASD. Parent and the Company The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting party or to any voluntary delay of the consummation of the Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the foregoing, (i) to the extent applicable, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (10) business days of the date hereof and any other required submissions under the HSR Act which the Company or Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly inform the determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other party upon receipt of federal, state or foreign Law or regulation or whether any communication consents, approvals or waivers are required to be or should be obtained from any Governmental Authority regarding the Merger Transactions. If Parent other parties to loan agreements or the Company receives a request for additional information from any Governmental Authority that is related other contracts or instruments material to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority Company’s business in connection with the Merger Transactionsconsummation of the transactions contemplated by this Agreement, (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers, (C) in keeping the other party reasonably informed, (D) in consulting with Parent in advance of any meeting, material conference or material discussion with any Governmental Entity, and (E) if permitted to do so by the relevant Governmental Entity, in giving Parent and its Representatives the opportunity, but Parent and its Representatives shall not be required, to attend and participate in any such meetings, conferences and discussions, including by providing the other party with a copy of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity, of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby. (c) Parent In furtherance and not in limitation of the covenants of the parties contained in this Section 5.10, if any objections are asserted with respect to the transactions contemplated hereby under any antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company shall exercise commercially use its reasonable best efforts to resolve any such objections or defend against suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objectionsobjections or suits which, in any case if anynot resolved, that a Governmental Authority may assert with respect could reasonably be expected to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws prevent, materially impede or approval, consent or authorization necessary under applicable Law for materially delay the consummation of the Merger Transactionsor the other transactions contemplated hereby; provided however, notwithstanding the foregoing, nothing in this Section 5.10 shall require, or be construed to require, Parent, Merger Sub or the Company or any of their subsidiaries, in connection with the receipt of any regulatory approval (including pursuant to the HSR Act, Exon-Fxxxxx and ISRA) to proffer to, or agree to: (i) sell or hold separate and agree to sell, divest or to discontinue to or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, Merger Sub, the Company or any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by Parent, Merger Sub or the Company, as the case may be, of any of its assets or businesses); (ii) any material conditions relating to, or material changes or material restrictions in, the operations of any such asset or businesses; (iii) take any action that would, or would be reasonably likely to, materially impair the benefits reasonably expected to be derived by Parent from the transactions contemplated by this Agreement, including the Merger; or (iv) take any action that would, or would be reasonably likely to, impose any material cost, liability or obligation on the Company, Parent, Merger Sub or any of their subsidiaries (clauses (ii) through (iv) being referred to as a “Burdensome Condition”); provided, further, that, with respect to actions relating to ISRA, the Company and the Company Subsidiaries shall be required to take such actions that would, or would be reasonably likely to, result in a Burdensome Condition at the written request of Parent. (d) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall cooperate fully with each other and use its respective reasonable best efforts to contest 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 transactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange Act, any other applicable Antitrust Lawsfederal or Blue Sky Laws and applicable Canadian securities laws, (B) the DGCLHSR Act and Competition Act (Canada), (C) the BCA, (D) any other applicable Law, (E) the Communications Act and (F) the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periodsAmex, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent the Nasdaq and the Company Bureau of Land Management. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the generality of Parent and the Company Section 5.13(a), each party hereto shall promptly inform the other party upon receipt others of any material communication from the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any party or the Company any affiliate thereof receives a request for additional information or documentary material from any Governmental Authority that is related such government or authority with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Nothing in this Section 5.13 shall require, or be construed to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authorityrequire, the opportunity to attend and participate. Parent shall advise or the Company promptly of any understandingsCompany, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. receipt of any regulatory approval, to proffer to, or agree to (cA) Parent sell or hold separate and agree to sell, divest or to discontinue to or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of the Parent, the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect any of their respective affiliates (or to the Merger Transactions consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, would reasonably be expected to result in a Material Adverse Effect on the Parent or a Material Adverse Effect on the Company or to materially and adversely impact the economic or business benefits to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation such party of the Merger Transactionstransactions contemplated by this Agreement.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent and the parties Company shall, and Parent shall, subject to this Agreement shall Section 6.1(d), cause each of its Affiliates to, use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withrequired in connection with the transactions contemplated by this Agreement, provided, however, (A) in no event shall Parent, Merger sub, the Company or any Governmental Authority of their respective Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or authorization pursuant to applicable Laws other than Exon-Fxxxxx, and (B), none of the foregoing shall require Parent or Merger Sub to make any payment or concede anything of value in order to obtain any consent, approval or authorization from a third party necessary, proper or advisable under applicable Law to consummate the Merger Transactionsthat is not a Governmental Authority, (ii) make any other filings or submissions necessary, proper either required or advisable deemed appropriate by either Parent or the Company in connection with the Merger Transactions transactions contemplated by this Agreement under the Securities Act, the Exchange Act, the HSR Act, Exon-Fxxxxx, any applicable Antitrust LawsForeign Competition Law, the DGCLTexas Act, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 6.10 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaws as soon as practicable. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of the non-confidential portions of all relevant documents to the non-filing party and its advisors before filing. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. (b) As promptly as practicable after the date of this Agreement and in any event no later than ten Business Days after the date hereof, each of Parent and the Company shall file and not withdraw any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the United States Department of Justice, as applicable, to request early termination of the applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement, and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and and, after consultation with the other party, an appropriate response to such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionstransactions contemplated by this Agreement. (cd) Parent Notwithstanding anything to the contrary set forth in this Agreement, in connection with any consent, approval, authorization, clearance or filing under applicable antitrust Laws, none of Parent, Merger Sub or any of their Affiliates shall be required to (and neither the Company nor any of its Subsidiaries shall), (i) sell, license, divest or dispose of or hold separate any entities, assets, Intellectual Property or businesses of any such party or, after the Effective Time, the Surviving Corporation or any of its Subsidiaries, (ii) terminate, amend or assign existing relationships or contractual rights and obligations, of any such party, or after the Effective Time, the Surviving Corporation or any of its Subsidiaries, (iii) change or modify any course of conduct regarding future operations, of any such party or, after the Effective Time, the Surviving Corporation or any of its Subsidiaries, (iv) otherwise take actions that would limit its freedom of action with respect to, or its ability to retain, one or more of their respective businesses, assets or rights therein or (v) commit to take any such actions in the foregoing clauses (i), (ii), (iii) or (iv). (e) For the avoidance of doubt, the Company and its Subsidiaries shall exercise commercially reasonable efforts not be required to resolve or defend against such objections, if any, that a Governmental Authority may assert take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries irrespective of whether the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactionsoccurs.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement (including Section 5.9(c), Section 5.9(d) and Section 5.9(f)) and in accordance with applicable Law, each of Parent and the parties to this Agreement Company shall, and Parent shall cause each of its Affiliates to, use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withnotifications, any Governmental Authority or third party necessaryrequired in connection with the transactions contemplated by this Agreement, proper or advisable under applicable Law to consummate including the Merger TransactionsRequired Competition Approval, (ii) make any other submissions necessary, proper either required or advisable deemed appropriate by both Parent and the Company in connection with the Merger Transactions transactions contemplated by this Agreement under the Securities Act, the Exchange Act, any applicable Antitrust LawsCompetition Law, the DGCL, and the Nasdaq Applicable Exchange rules and regulations regulations, any law of the jurisdiction of formation of Parent and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 5.9 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such any Competition Laws or other Laws, including the Required Competition Approval, as soon as reasonably practicable. (b) In furtherance and not in limitation of the foregoing, Parent and the Company shall, and Parent shall cause its Affiliates to, file and not withdraw, as promptly as practicable after the date of this Agreement, any filings, notification forms, applications, submissions, and related material (i) required to be filed with any Governmental Authority pursuant to any Competition Law or any other Law, including the Required Competition Approval, or (ii) requested by any Requesting Authority (it being understood that, for purposes of this clause and the other provisions of this Agreement, “requested” includes circumstances in which any Requesting Authority asserts or attempts to assert jurisdiction), in each case with respect to the transactions contemplated by this Agreement, and, in each case, shall, and Parent shall cause its Affiliates to, promptly make any further filings or submissions pursuant thereto that may be necessary, proper or advisable. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings filings, notifications, applications, and notificationssubmissions, including by providing copies of all relevant documents (that are not privileged, confidential or proprietary) to the non-filing party and its advisors before filing. (b) Each of . Neither Parent nor the Company shall, and Parent and the Company shall ensure that none of their respective Affiliates, consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of any consent, approval or other authorization required for the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority or Requesting Authority without the consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned (it being understood that if Parent determines to withdraw and refile any submission to any Requesting Authority, the Company shall consent thereto). (c) Parent and the Company shall, and shall cause their respective Affiliates to, promptly inform the each other party upon receipt of any communication from any Governmental Authority or Requesting Authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority or Requesting Authority that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party Parent and the Company shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other partyParty, an appropriate response to such request (incorporating any comments of the other Party in good faith). Parent and the Company shall not, and shall cause their respective Affiliates not to, (x) voluntarily make any filing, application or other submission that is not directed or requested by a Governmental Authority or Requesting Authority, or (y) initiate any meeting or communication with any Governmental Authority or Requesting Authority, in each case, with respect to the transactions contemplated by this Agreement, without the prior written consent of the other Party (and if any filing, application or other submission is so made as promptly as mutually agreed between Parent and the Company, then the form and substance of any such filing, application or other submission shall be reasonably practicableacceptable to Parent and the Company). No party shall If Parent or the Company (or any of its respective Affiliates) does, or is required or requested to, participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to or Requesting Authority, Parent and the Merger Transactions Company shall not, and shall cause their respective Affiliates not to, do so without giving the other party Party, to the extent legally permissible, prior notice of the meeting or substantive conversation and, unless prohibited by such Governmental Authority or Requesting Authority, the opportunity to attend and or participate. Parent and the Company shall keep each other reasonably informed with respect to the status of any submissions and filings to any Governmental Authority or Requesting Authority in connection with the transactions contemplated by this Agreement and any developments, meetings or substantive discussions with any Governmental Authority or Requesting Authority in respect thereof, including with respect to (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any Order, investigation, litigation or administrative or judicial action or proceeding under applicable Laws, including any proceeding initiated by a private party, (D) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Authority or Requesting Authority with respect to the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Parent and the Company shall attempt to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition, trade or other Law as promptly as practicable and shall advise the Company each other promptly of any understandings, undertakings or agreements (oral or written) which Parent the relevant Party proposes to make or enter into with any Governmental Authority or Requesting Authority in connection with the Merger Transactionstransactions contemplated by this Agreement (it being understood, however, that the Company shall not propose or enter into any such understanding, undertaking or agreement (oral or written) without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned). (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 5.9(f), Parent shall take, and shall cause its Affiliates to take (and the Company and its Affiliates shall exercise commercially reasonable efforts be permitted to resolve take, without affecting any representation or defend against such objectionswarranty in this Agreement, if anybut subject to Section 5.9(f) and the last sentence of this Section 5.9(d)), that all action necessary to (i) cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under any Competition Laws or other Laws, including the Required Competition Approvals and (ii) avoid the entry or to effect the dissolution of, or vacate or lift, any Order or other requirement of a Governmental Authority may assert which would otherwise have the effect of preventing, impairing or delaying the Closing, including: (A) objecting to and resisting any regulatory action or direction that seeks to require a filing with respect to the Merger Transactions transactions contemplated by this Agreement (except as contemplated under this Agreement, including with respect to a Requesting Authority), (B) selling, licensing, divesting or disposing of or holding separate any entities, assets, Intellectual Property or businesses (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (C) terminating, amending or assigning existing relationships or contractual rights and obligations, (D) changing or modifying any course of conduct regarding future operations, (E) otherwise taking actions that would limit its freedom of action with respect to, or its ability to obtain retain, one or more of their respective businesses, assets or rights or interests therein and (F) committing to take any clearance such actions in the foregoing clauses (A), (B), (C), (D) or (E). For the avoidance of doubt, Parent shall not require the Company or its Subsidiaries to take, and the Company and its Subsidiaries shall not be required under to take, any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for action described in the preceding sentence that is not conditioned upon the consummation of the Merger TransactionsMerger. Notwithstanding anything to the contrary contained in this Section 5.9(d) or elsewhere in this Agreement, neither the Company nor any of its Subsidiaries or Affiliates shall take any action described in clauses (A), (B), (C), (D), (E) or (F) of the first sentence of this Section 5.9(d) without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned. (e) Parent shall not, and shall not permit any of its Affiliates to, take any action (including acquiring or making any investment in any Person or any division or assets thereof) that would reasonably be expected to (i) result in a material delay in the satisfaction of any of the conditions set forth in Article VI or any of such conditions not being satisfied, (ii) impose or cause any material delay in the obtaining of, or materially increase the risk of not obtaining, any Governmental Authorization necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any waiting period under applicable Law, or (iii) result in any Governmental Authority entering an Order prohibiting or enjoining the consummation of the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary contained in this Section 5.9 or elsewhere in this Agreement, in connection with any filings, applications, or submissions required by applicable Law or requested by a Requesting Authority with respect to the transactions contemplated by this Agreement, Parent (i) shall be entitled to make such filings, applications and submissions and to respond to such requests and (ii) except (x) with respect to the Required Competition Approval and (y) in the case of any filings, applications or submissions required by applicable Law in the PRC or the issuance or enactment of any Order or Law by a Governmental Authority identified in clause (iii) or (iv) of the definition of “Specified Governmental Authority” (in each of cases (x) and (y), which, for the avoidance of doubt, shall be subject to Section 5.9(d) without application of this Section 5.9(f)), shall not be required to (A) agree to, or accept or suffer to have imposed upon the Company or any of its Subsidiaries (and, without Parent’s consent, none of the Company or any of its Subsidiaries, prior to the Closing, shall agree to or accept or suffer to have imposed upon it), any condition or restriction relating to any of the assets, businesses or interests of the Company or any of its Subsidiaries that would reasonably be expected to materially and adversely impact the assets, businesses or interests of any of the Businesses or of MSK, or (B) agree to or accept any condition or restriction that would reasonably be expected to have the effect of materially limiting or materially restricting Parent’s ownership, conduct or operation of any of the Businesses or of MSK, following the Closing (any of the foregoing conditions, restrictions or actions described in clauses (A) and (B), a “Burdensome Condition”). If Parent becomes aware of a Burdensome Condition, it shall provide prompt notice thereof (and in any event within 5 days) to the Company.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawhereof, each of the parties to this Agreement hereto shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated hereby, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated hereby required under (A) the Securities Act, the Exchange Act, any other applicable Antitrust Lawsfederal or Blue Sky Laws and applicable Canadian securities laws, (B) the DGCLHSR Act and Competition Act (Canada), (C) the BCA, (D) any other applicable Law, (E) the Communications Act and (F) the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periodsAmex, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent the Nasdaq and the Company Bureau of Land Management. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the generality of Parent and the Company Section 5.13(a), each party hereto shall promptly inform the other party upon receipt others of any material communication from the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any party or the Company any affiliate thereof receives a request for additional information or documentary material from any Governmental Authority that is related such government or authority with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactions.an

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawAgreement, each of the parties to this Agreement shall use its commercially reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated by this Agreement required under (A) the Securities Act, the Exchange Act and any other applicable federal or Blue Sky Laws, (B) the HSR Act, any applicable Antitrust Laws, (C) the DGCL, and (D) the Nasdaq rules and regulations and CGCL, if applicable, (E) any other applicable Law and (iiiF) take or cause the rules and regulations of NASDAQ/NMS. The parties to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company Agreement shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing. (b) Each , and none of Parent and the Company shall promptly inform parties will file any such document if any of the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related parties shall have reasonably objected to the Merger Transactions, then filing of such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicabledocument. No party to this Agreement shall participate in consent to any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly voluntary extension of any understandings, undertakings statutory deadline or agreements (oral waiting period or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for voluntary delay of the consummation of the Merger Transactionsand the other transactions 45 contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed.

Consents; Filings; Further Action. (a) Upon Subject to Section 5.7 and except as otherwise provided in this Agreement, upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Acquirer and the Company shall, and Acquirer shall cause each of its Affiliates to, use its reasonable best efforts to, and Acquirer shall have the right to take action necessary, including the appointment by Acquirer of counsel or other Representatives to represent the parties to this Agreement shall use its commercially reasonable efforts in connection with obtaining all Required Approvals, to promptly (i) obtain all Required Approvals and any other consents, approvals, registrationsexpiration of any applicable waiting period, waivers, permits, orders or other authorizations fromauthorizations, and make and not withdraw any filings and notifications withnotifications, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactionstransactions contemplated by this Agreement, (ii) make and not withdraw any other submissions necessary, proper either required or advisable deemed appropriate by either Acquirer or the Company in connection with the Merger Transactions transactions contemplated by this Agreement under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCLLLC Act, and the Nasdaq rules and regulations DSTA, and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 5.8 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaws as soon as practicable, including, in the case of clauses (i) and (iii), by agreeing to accept any undertaking or condition, to enter into any consent decree or hold separate order, to make any divestiture or to accept any operational restriction or limitation required by any Governmental Authority. Parent Acquirer and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. None of the parties hereto shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other parties hereto, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Each of Parent Acquirer and the Company shall use its reasonable best efforts to file and not withdraw (without the consent of the Company) any notification and report forms and related material required to be filed by it with the Federal Trade Commission and the United States Department of Justice, as applicable, and with any other applicable Governmental Authority that requires the filing of such forms or related materials, in each case with respect to the transactions contemplated by this Agreement, and shall promptly make any further filings (or, if required, drafts thereof) with any applicable Governmental Authority as promptly as practicable, but in no event more than ten (10) Business Days after the date of this Agreement. (c) Each of Acquirer and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent Acquirer or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation related to the transactions contemplated by this Agreement with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate. Parent Acquirer shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent Acquirer proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionstransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Acquirer shall use its reasonable best efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Law as promptly as practicable. (cd) Parent and Notwithstanding anything to the Company contrary in this Agreement, Acquirer shall exercise commercially reasonable efforts to resolve take, and shall exercise commercially reasonable efforts to cause its Affiliates to take (and, notwithstanding anything to the contrary in this Agreement, including Section 5.1 and Section 5.4, the Company and its Affiliates, solely with the prior written consent of Acquirer shall be permitted to take), reasonable action necessary to avoid the entry or defend against such objectionsto effect the dissolution of, if anyor vacate or lift, that a Governmental Authority may assert any Order which would otherwise have the effect of preventing, impairing or delaying the Closing. For the avoidance of doubt, Acquirer shall not require the Company or its Subsidiaries to, and the Company and its Subsidiaries shall not be required to, take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries prior to the Effective Time or in the event the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactionsdoes not occur.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Laws, and subject to fiduciary duties under applicable Law, each of Parent and the parties to this Agreement Company shall (i) use its commercially reasonable efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, transactions contemplated by this Agreement and (ii) thereafter make any other submissions necessaryeither required or deemed appropriate by either Parent or the Company, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement under (A) the Securities Act, Act and the Exchange Act, any applicable Antitrust (B) the HSR Act and Foreign Competition Laws, (C) the DGCL, and (D) the Nasdaq NYSE rules and regulations and (E) any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before prior to filing. Neither Parent nor the Company shall file any such document if the other party has reasonably objected to the filing of such document. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any such Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participaterequest. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity in connection with the Merger Transactionstransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall use its commercially reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws. (c) Notwithstanding anything to the contrary in this Agreement, Parent shall take all action required to avoid the entry, or to effect the dissolution, of any Order which would otherwise have the effect of preventing or delaying the Closing, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Company shall exercise commercially reasonable efforts sale, divestiture or disposition of assets or businesses of Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries) and (ii)otherwise taking or committing to resolve take actions that would limit Parent’s or defend against such objectionsits Affiliates’ (including, if anyafter the Effective Time, that a Governmental Authority may assert the Surviving Corporation’s and its Subsidiaries’) freedom of action with respect to, or its ability to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws retain, one or approval, consent more of their respective assets or authorization necessary under applicable Law for the consummation of the Merger Transactionsbusinesses.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement Agreement, Purchaser, the Sellers and in accordance with applicable Law, the Company shall (and shall cause their respective Subsidiaries to) each of the parties to this Agreement shall use its commercially their reasonable best efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrationsall actions and to do, waivers, permits, orders or other authorizations fromcause to be done, and make any filings to assist and notifications with, any Governmental Authority or third party cooperate with the other Parties in doing all things necessary, proper or advisable under applicable Law Laws to consummate the Merger Transactions, (iii) make any other submissions necessarynecessary filings promptly after the signing of this Agreement and obtain all necessary actions, proper or advisable in connection with the Merger Transactions under the Securities Actwaivers, registrations, permits, authorizations, Orders, consents and approvals from Governmental Authorities, the Exchange Act, expiry or early termination of any applicable Antitrust Laws, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, and make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take all steps as may be reasonably necessary to obtain an approval or receipt of waiver from, or to avoid an action or proceeding by, any Governmental Authorities, in order to consummate the Transactions, obtain the Purchaser Stockholder Approval, effect the Preferred Stock Conversion, and consummate the Merger as promptly as practicable and in any event prior to the Termination Date, including without limitation any requirements under applicable antitrust or similar laws, and (ii) deliver required notices or any necessary additional instruments to, and obtain required consents, approvals waivers or authorizationsany additional instruments necessary from, any Third Parties in order to consummate the Transactions, obtain the Purchaser Stockholder Approval, effect the Preferred Stock Conversion, and consummate the Merger as applicablepromptly as practicable. (b) Subject to applicable Laws and the requirements of applicable Governmental Authorities, under such Laws. Parent Purchaser, the Sellers and the Company and their respective counsel shall (i) cooperate and consult in good faith with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all such filings Transactions, the Preferred Stock Conversion, and notificationsthe Merger and in connection with any related investigation or other inquiry by or before a Governmental Authority, including any proceeding initiated by providing copies of all relevant documents to the non-filing party and its advisors before filing. a private Person, (bii) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable legally permissible, have the right to review in advance, and after consultation with each shall consult the other partyon, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related filing made with, or written materials to the Merger Transactions without giving the other party prior notice of the meeting or conversation andbe submitted to, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Transactions, the Preferred Stock Conversion, and the Merger and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions. , the Preferred Stock Conversion, and the Merger, (ciii) Parent promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Authority and (iv) where legally permissible, promptly furnish each other with copies of all correspondence, filings and substantive written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Transactions, the Preferred Stock Conversion, and the Merger. In furtherance of the foregoing and subject to applicable Laws and the requirements of Governmental Authorities, Purchaser and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority may assert (with respect to any in-person discussion or meeting, remote video meeting or substantive telephonic discussion or meeting) provide to the Merger Transactions other and its counsel with reasonable advance notice of and the opportunity to obtain participate in any clearance required material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions, the Preferred Stock Conversion, and the Merger. Notwithstanding anything to the contrary in this Section 6.12(b), Purchaser, Sellers and the Company may, as each deems advisable and necessary, (x) reasonably designate any competitively sensitive material provided to the other under any this Section 6.12 as “Antitrust Counsel Only Material” and (y) redact materials to be provided to the other Party as necessary to comply with contractual arrangements, to address good faith legal privilege or confidentiality concerns, to comply with applicable Antitrust Laws Law, or approval, consent to remove references concerning the valuation of Purchaser or authorization necessary under applicable Law for the consummation of the Merger TransactionsCompany and their respective Subsidiaries.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent and the parties Company shall, and Parent shall, subject to this Agreement shall Section 6.1(d), cause each of its Affiliates to, use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withrequired in connection with the transactions contemplated by this Agreement, provided, however, (A) in no event shall Parent, Merger sub, the Company or any Governmental Authority of their respective Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or authorization pursuant to applicable Laws other than Exon-Xxxxxx, and (B), none of the foregoing shall require Parent or Merger Sub to make any payment or concede anything of value in order to obtain any consent, approval or authorization from a third party necessary, proper or advisable under applicable Law to consummate the Merger Transactionsthat is not a Governmental Authority, (ii) make any other filings or submissions necessary, proper either required or advisable deemed appropriate by either Parent or the Company in connection with the Merger Transactions transactions contemplated by this Agreement under the Securities Act, the Exchange Act, the HSR Act, Exon-Xxxxxx, any applicable Antitrust LawsForeign Competition Law, the DGCLTexas Act, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 6.10 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaws as soon as practicable. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of the non-confidential portions of all relevant documents to the non-filing party and its advisors before filing. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. (b) As promptly as practicable after the date of this Agreement and in any event no later than ten Business Days after the date hereof, each of Parent and the Company shall file and not withdraw any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the United States Department of Justice, as applicable, to request early termination of the applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement, and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and and, after consultation with the other party, an appropriate response to such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionstransactions contemplated by this Agreement. (cd) Parent Notwithstanding anything to the contrary set forth in this Agreement, in connection with any consent, approval, authorization, clearance or filing under applicable antitrust Laws, none of Parent, Merger Sub or any of their Affiliates shall be required to (and neither the Company nor any of its Subsidiaries shall), (i) sell, license, divest or dispose of or hold separate any entities, assets, Intellectual Property or businesses of any such party or, after the Effective Time, the Surviving Corporation or any of its Subsidiaries, (ii) terminate, amend or assign existing relationships or contractual rights and obligations, of any such party, or after the Effective Time, the Surviving Corporation or any of its Subsidiaries, (iii) change or modify any course of conduct regarding future operations, of any such party or, after the Effective Time, the Surviving Corporation or any of its Subsidiaries, (iv) otherwise take actions that would limit its freedom of action with respect to, or its ability to retain, one or more of their respective businesses, assets or rights therein or (v) commit to take any such actions in the foregoing clauses (i), (ii), (iii) or (iv). (e) For the avoidance of doubt, the Company and its Subsidiaries shall exercise commercially reasonable efforts not be required to resolve or defend against such objections, if any, that a Governmental Authority may assert take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries irrespective of whether the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactionsoccurs.

Consents; Filings; Further Action. (a) Upon Without limiting the generality of the foregoing Section 5.7, upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent, Merger Sub and the parties to this Agreement Company shall use its commercially reasonable best efforts to as promptly as practicable, (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withnotifications, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, and (ii) make any other submissions necessary, proper either required or advisable reasonably deemed appropriate by Parent or the Company in connection with the Merger Transactions Transactions, under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCLMGCL, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaw. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents (except to the extent containing confidential information of such party) to the non-filing party and its advisors Representatives before filing. (b) Each of Parent and the Company shall as promptly inform as practicable, but in any event within ten (10) Business Days following the execution and delivery hereof, file or cause to be filed with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report forms required for the Transactions (which such filings shall request early termination of the applicable waiting period under the HSR Act) and promptly file or cause to be filed any supplemental information requested in connection therewith pursuant to the HSR Act. Parent and the Company shall furnish to the other party upon receipt such necessary information and reasonable assistance as the other may request in connection with its preparation of any communication from any Governmental Authority regarding filing that is necessary under the Merger Transactions. If HSR Act. (c) Parent or and the Company receives a request shall keep the other apprised of the status of any communications with, and any inquiries or requests for additional information from the FTC, the DOJ, or any other Governmental Authority that is related to the Merger Transactions, then such party and shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request comply as promptly as reasonably practicablepracticable with any such inquiry or request and provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or any other applicable Law. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, and the opportunity to attend and participateparticipate in such meeting or conversation. Parent No party shall advise agree to extend any waiting period under the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make HSR Act or enter into any agreement with any Governmental Authority in connection not to consummate the Transactions, except with the Merger Transactions. (c) prior written consent of the other party. Subject to applicable Law, Parent and the Company shall exercise commercially (i) discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable efforts comments in connection with, any proposed filing or communication to resolve the FTC, the DOJ, or defend against any other Governmental Authority or, in connection with any proceeding by a private party to any other Person, relating to any filing, investigation, inquiry or other Legal Action in connection with the Transactions, and (ii) furnish the other party promptly with copies of all correspondence, filings and communications relating to filing, investigation, inquiry or other Legal Action between them and their Affiliates and their respective Representatives on the one hand, and the FTC, the DOJ, or any other Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement or the Transactions, provided that such materials may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) Without limiting the generality of the foregoing, but subject to the proviso below, Parent shall take steps necessary to (i) resolve, avoid, or eliminate impediments or objections, if any, that a Governmental Authority may assert be asserted with respect to the Merger Transactions by any Governmental Authority, and (ii) vigorously contest (including by means of litigation) (x) any Legal Action or investigation brought, or threatened to be brought, by any Governmental Authority or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or seeking damages or to impose any terms or conditions in connection with the Transactions, and (y) any Order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any damages, terms or conditions in connection with the Transactions. Without limiting the generality of the foregoing, Parent shall, and shall cause its Subsidiaries and Affiliates to, (A) propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition, license of any assets, properties, businesses, products, product lines, rights, or services of Parent and its Subsidiaries and Affiliates, or the Company and its Subsidiaries or any interest or interests therein, and (B) otherwise take or commit to take actions that after the Closing would limit Parent’s or its Subsidiaries’ or Affiliates’ freedom of action with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, product lines, relationships or services of Parent and its Subsidiaries and Affiliates, the Company and its Subsidiaries or any interest or interests therein, in each case of (A) and (B) to obtain any clearance required under the HSR Act or any applicable Antitrust Laws or other approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactions; provided, however, that any such action in each case of (A) and (B), (i) shall be conditioned upon the consummation of the Transactions and (ii) would not, or would not reasonably be expected to, individually or in the aggregate, (x) have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole (with materiality being measured based on the size of the Company and its Subsidiaries, taken as a whole) or (y) materially impair the overall benefits reasonably expected to be realized by Parent from the consummation of the Transactions, taking into account, among other things, effects on the assets, business and operations and relationships of both Parent and its Subsidiaries and of the Company and its Subsidiaries (with materiality being measured based on the size of the Company and its Subsidiaries). (e) Parent shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, any Person, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions, or (iii) materially delay the consummation of the Transactions. (f) The Company shall, to the extent permitted by applicable Law, (i) take all actions necessary so that no Takeover Law becomes applicable to the Transactions and (ii) if any such Takeover Law becomes applicable to the Transactions, take all actions necessary so that the Transactions may be consummated as promptly as practicable. (g) Notwithstanding anything to the contrary contained in this Agreement, but subject to Parent’s obligations set forth in this Section 5.8, Parent, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, shall have the right to direct all matters with respect to any Governmental Authority in connection with obtaining any necessary consents, clearances or approvals under Antitrust Laws (including the HSR Act) consistent with its obligations hereunder, and shall have the principal responsibility for devising and implementing the strategy for, obtaining any consents, clearances or approvals under Antitrust Laws (including the HSR Act), and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining any necessary consents, clearances or approvals under Antitrust Laws (including the HSR Act).

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of Parent and the parties Company shall, and Parent shall, subject to this Agreement shall Section 6.8(d), cause each of its Affiliates to, use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withrequired in connection with the transactions contemplated by this Agreement, provided, however, (A) in no event shall Parent, Merger Sub, the Company or any Governmental Authority of their respective Subsidiaries be required to make any payment to such third-parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval, or authorization pursuant to applicable Laws, and (B) none of the foregoing shall require Parent or Merger Sub to make any payment or concede anything of value in order to obtain any consent, approval or authorization from a third party necessary, proper or advisable under applicable Law to consummate the Merger Transactionsthat is not a Governmental Authority, (ii) make any other filings or submissions necessary, proper either required or advisable deemed appropriate by either Parent or the Company in connection with the Merger Transactions transactions contemplated by this Agreement under the Securities Act, the Exchange Act, the HSR Act, if applicable, any applicable Antitrust LawsForeign Competition Law, the DGCLTexas Act, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 6.8 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaws as soon as practicable. Parent and the Company shall cooperate and consult with each other in connection with the making of all any such filings and notifications, including by providing copies of the non-confidential portions of all relevant documents to the non-filing party and its advisors before filing. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. (b) As promptly as practicable after the date of this Agreement and in any event no later than ten (10) Business Days after the date hereof, each of Parent and the Company, if required, shall file and not withdraw any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the United States Department of Justice, as applicable, to request early termination of the applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement, and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and and, after consultation with the other party, an appropriate response to such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactionstransactions contemplated by this Agreement. (cd) Parent and For the avoidance of doubt, the Company and its Subsidiaries shall exercise commercially reasonable efforts not be required to resolve or defend against such objections, if any, that a Governmental Authority may assert take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries irrespective of whether the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactionsoccurs.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of the parties to this Agreement Buyers and the Sellers shall, and the Buyers and the Sellers shall cause each of their respective Affiliates to, use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withnotifications, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, (ii) make any other submissions necessary, proper either required or advisable deemed appropriate by either Parent or the Company in connection with the Merger Transactions under the Securities Act, the Exchange Act, the Competition Act (Canada), any other applicable Antitrust LawsCompetition Law, the DGCL, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law Law, and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 6.7 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaws as soon as practicable. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. Parent shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Authority without the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. (b) As promptly as practicable after the date of this Agreement, each of Parent, CanCo, the Company and LCCI shall file and shall not withdraw (i) a request for an advance ruling certificate from the Commissioner of Competition under subsection 102(l) of the Competition Act (Canada), (ii) if required, notification filings under Part IX of the Competition Act (Canada) and (iii) any other filings required to be made by it or deemed appropriate with any Governmental Authority in Canada, in each case, with respect to the Transactions, and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent (on behalf of the Buyers) and the Company LCCI shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactions. If Parent the Buyers (or any of their respective Affiliates) or the Company Sellers (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicablerequest. No party Neither the Buyers (or any of their respective Affiliates) nor the Sellers (or any of their respective Affiliates) shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party Party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate, in each case, to the extent practicable. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent (or any of their respective Affiliates) proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) . In furtherance and not in limitation of the foregoing, Parent and the Company shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if any, any objections that a Governmental Authority may assert be asserted with respect to the Merger transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Law as promptly as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Parent shall take, and shall cause its Affiliates to take all actions reasonably necessary to avoid the entry or to effect the dissolution of, or vacate or lift, any Order which would otherwise have the effect of preventing, impairing or materially delaying the Closing, including (i) selling, licensing, divesting or disposing of or holding separate any entities, assets, Intellectual Property or businesses, (ii) terminating, amending or assigning existing relationships or contractual rights and obligations, (iii) changing or modifying any course of conduct regarding future operations, (iv) otherwise taking actions that would limit its freedom of action with respect to, or its ability to retain, one or more of their respective businesses, assets or rights or interests therein and (v) committing to take any such actions in the foregoing clauses (i), (ii), (iii) or (iv). For the avoidance of doubt, Parent shall not require the Sellers or their respective Subsidiaries to, and no Seller or its respective Subsidiaries shall be required to, take any action with respect to any Order or any applicable Law which would bind the Sellers or their respective Subsidiaries irrespective of whether the Transactions occur or otherwise bind the Liz Business. (e) From and after the date hereof, the Parties shall, and shall cause their respective Affiliates to, use their reasonable best efforts to obtain any clearance Consent required under the Material Contracts or the Real Property Leases in order to consummate the Transactions (including status certificates from the landlords under the Real Property Leases, waivers from the landlords under the Real Property Leases of the loss of personal rights, rights to increase rents thereunder and a release of the Sellers from any applicable Antitrust Laws or approvalobligations under the Real Property Leases by the landlords effective as of the Closing Date, consent or authorization necessary under applicable Law provided, that such waivers and releases shall not be required for a Consent to be valid for the consummation purpose of this Agreement); provided, however, that the foregoing shall not require any Party or any of its Affiliates to expend money, commence any Legal Action or offer or grant any accommodation (financial or otherwise) to any third party save and except for any conditions or requirements of any Consent to effect the assignment of the Merger TransactionsReal Property Leases, which are provided for under the Real Property Leases, which shall be complied with and satisfied by the Buyer at its sole costs and expense (inclusive of landlord consent and counsel fees). The Buyers will execute and deliver all necessary acknowledgements and assumption agreements required by any landlord as a condition to its consent and that are commercially reasonable or which are otherwise required by the terms of the subject real property lease, sublease or license; and shall provide all necessary deliveries, certificates of insurance and any other assurances required thereby. (f) Nothing in this Agreement shall require any of the Buyers to file a notification under the Investment Canada Act in respect of the Transactions prior to the Closing Date or to take or to refrain from taking any actions or to make any commitments in connection therewith.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of the parties to this Agreement Parties shall use its commercially respective reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders Approvals required to be obtained by Parent or other authorizations from, the Company or any of their respective Subsidiaries in connection with the Transactions and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) make any necessary filings and notifications as promptly as reasonably practicable following the date of this Agreement, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the Parties, proper or advisable in connection with respect to the Merger Transactions required under (A) the Securities Act, the Exchange Act and state securities or “blue sky” Laws, (B) any applicable competition and antitrust Laws, including the HSR Act, any applicable Antitrust Laws, (C) the DGCL, DGCL and the Nasdaq DLLCA, (D) any other applicable Laws and (E) the rules and regulations and of Nasdaq. Parent shall be responsible for paying all filing fees required to be paid in connection with any of the aforementioned filings under the HSR Act or any other applicable Law and (iii) take antitrust or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such competition Laws. Parent and the Company The Parties shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant such documents to the non-filing party Party and its advisors before prior to filing, and none of the Parties shall file any such document if any of the other Parties shall have reasonably objected to the filing of such document. None of the Parties shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Entity without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and the Company Parties shall promptly inform the other party upon receipt Parties of any notice or other communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactions. If Parent any of the Parties or the Company their respective Affiliate receives a request for additional information or documentary material from any such Governmental Authority that is related Entity with respect to the Merger Transactions, then such party Party shall endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other partyParties, an appropriate response to in compliance with such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participaterequest. Parent shall advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity in connection with the Merger Transactions. (c) . In furtherance and not in limitation of the foregoing, Parent and the Company shall exercise commercially use reasonable best efforts to resolve or defend against such objections, if any, that a Governmental Authority as may assert be asserted with respect to the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws antitrust, competition or approvaltrade regulatory laws, rules or regulations of any domestic or foreign government or Governmental Entity or any multinational authority. (c) Notwithstanding the foregoing, the reasonable best efforts of Parent under this Section 5.12 shall not require Parent or the Company, in connection with the receipt of any regulatory Approval, to offer or agree to (i) sell or hold separate and agree to sell, divest or to discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of the Parent, the Company or any of their respective Affiliates (or to consent to any sale, or authorization necessary under applicable Law agreement to sell, or discontinuance or limitation by Parent or the Company, as the case may be, of any of its assets or businesses) or (ii) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses, in either case, which could reasonably be expected, individually or in the aggregate, to (A) be materially adverse to the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, either before or after giving effect to the Merger, or (B) materially and adversely impact the economic, business or other benefits of the Transactions to such Party. (d) During the Interim Period, neither Parent nor any of its Subsidiaries or Affiliates shall enter into, negotiate, agree to, or otherwise engage in any transaction, including any acquisition, merger, license agreement, or other arrangement if doing so would reasonably be expected to increase the risk of (i) delaying, limiting, preventing, or otherwise constraining the Closing or the receipt of any Approvals from any Governmental Entities required for the consummation of the Merger Transactions, (ii) not obtaining any Approvals from any Governmental Entities required for the consummation of the Transactions, or (iii) not satisfying any of the conditions set forth Article VI hereto.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawLaws, each of Parent and the parties to this Agreement Company shall use its commercially reasonable efforts to promptly (i) use its best efforts to obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, transactions contemplated by this Agreement and (ii) thereafter make any other submissions necessaryeither required or deemed appropriate by either Parent or the Company, proper or advisable in connection with the Merger Transactions transactions contemplated by this Agreement under (A) the Securities Act, Act and the Exchange Act, any applicable Antitrust (B) the HSR Act and Foreign Competition Laws, (C) the DGCL, and (D) the Nasdaq AMEX rules and regulations and (E) any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before prior to filing; and in furtherance thereof, as soon as practicable after the date of this Agreement, Parent and the Company agree to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Neither Parent nor the Company shall file any such document if the other party has reasonably objected to the filing of such document. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (b) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any such Governmental Authority Entity that is related to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participaterequest. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority Entity in connection with the Merger Transactionstransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Parent shall use its best efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws. (c) Each of Parent and the Company shall exercise use their respective commercially reasonable efforts to resolve obtain any third party consents (i) necessary, proper or defend against advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Letter or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its best efforts, and shall take such objectionsactions as are reasonably requested by Parent, if anyto minimize any adverse effect upon the Company and Parent and their respective businesses resulting, that or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority may assert Entity) with respect to any transaction contemplated by this Agreement, (i) without the Merger Transactions and to obtain any clearance required under any applicable Antitrust Laws or approvalprior written consent of Parent which shall not be unreasonably withheld, consent or authorization necessary under applicable Law for the consummation none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any Liability or other obligation due to such Person and (ii) none of Parent, Merger TransactionsSub or their respective affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any Liability or other obligation. The Company shall comply with the provisions of Section 5.11(c) of the Company Disclosure Letter.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of the parties to this Agreement shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 5.8 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaws as soon as practicable. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. Parent shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. (b) As promptly as practicable after the date of this Agreement and in any event by no later than five (5) Business Days from the date of this Agreement, each of Parent and the Company shall file and not withdraw any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the United States Department of Justice, as applicable, with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act), and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactions. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. In furtherance and not in limitation of the foregoing, Parent shall use its reasonable best efforts to resolve any objections that may be asserted with respect to the Transactions under any antitrust, competition or trade regulatory Law, including the HSR Act, as promptly as practicable. (cd) Notwithstanding anything to the contrary in this Agreement, Parent and shall take all action necessary to avoid the Company shall exercise commercially reasonable efforts entry or to effect the dissolution of, or vacate or lift, any Order that would otherwise have the effect of preventing, impairing or delaying the consummation of the Transactions, or to resolve any objections as the Federal Trade Commission, the United States Department of Justice or defend against such objections, if any, that a any other Governmental Authority may assert under any Law with respect to the Merger Transactions and to obtain any clearance required under the HSR Act, or any applicable Antitrust Laws or other approval, consent or authorization necessary under applicable Law for the consummation of the Transactions, including (i) (A) selling, licensing, divesting or disposing of or holding separate any entities, assets or businesses of Parent or its Subsidiaries (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (B) terminating, amending or assigning existing relationships or contractual rights or obligations of Parent or its Subsidiaries (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (C) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (D) otherwise taking actions that would limit the respective freedom of action of Parent or its Subsidiaries (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries) with respect to, or their ability to retain, one or more of their respective businesses, assets or rights or interests therein, (E) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person and (F) committing to take any such actions in the foregoing clauses (A) through (E) and (ii) defending through litigation any Legal Action brought or threatened to be brought by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated, lifted or terminated, any Order that would prevent the consummation of the Transactions from occurring prior to the Termination Date. For the avoidance of doubt, Parent shall not require the Company or its Subsidiaries to, and the Company and its Subsidiaries shall not be required to, take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries prior to the Effective Time or in the event the Mergers do not occur. (e) Notwithstanding anything to the contrary herein or otherwise, (i) Parent shall determine strategy and timing, lead all proceedings and coordinate all activities with respect to seeking any actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers of any Governmental Authority as contemplated hereby, (ii) the Company shall, and shall cause each of its Subsidiaries to, to take such actions as reasonably requested by Parent in connection with obtaining any such actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers and (iii) Parent shall have the sole and exclusive right to propose, negotiate, offer or commit to make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or to agree to any other remedy, requirement, obligation, condition or restriction related to the conduct of Parent’s, its Affiliates, any other portfolio company or investment fund with Apollo Global Management, LLC or the Company’s and its Subsidiaries’ businesses in order to resolve any Governmental Authority’s objections to or concerns about the transactions contemplated by this Agreement. Parent, Outerwall Merger TransactionsSub and Redbox Merger Sub shall not be required to agree to any amendment to, or waiver under, this Agreement in connection with obtaining any requisite consent or expiration of an applicable waiting period under the HSR Act.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of the parties to this Agreement Buyers and the Sellers shall, and the Buyers and the Sellers shall cause each of their respective Affiliates to, use its commercially reasonable best efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders approvals or other authorizations fromauthorizations, and make any filings and notifications withnotifications, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate required in connection with the Merger Transactions, (ii) make any other submissions necessary, proper either required or advisable deemed appropriate by either Parent or the Company in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust LawsCompetition Law, the DGCL, and the Nasdaq Applicable Exchange rules and regulations and any other applicable Law Law, and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 6.8 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsLaws as soon as practicable. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. Parent shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Authority without the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Each As promptly as practicable after the date of this Agreement, each of Parent and the Company shall file and not withdraw any filings required to be made by it with any Governmental Authority in the European Union, in each case, with respect to the Transactions, and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent (on behalf of the Buyers) and the Company (on behalf of the Sellers) shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding any of the Merger Transactions. If Parent the Buyers (or any of their respective Affiliates) or the Company Sellers (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicablerequest. No party Neither the Buyers (or any of their respective Affiliates) nor the Sellers (or any of their respective Affiliates) shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party Party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and or participate, in each case, to the extent practicable. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent (or any of their respective Affiliates) proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (c) . In furtherance and not in limitation of the foregoing, Parent and the Company shall exercise commercially use its reasonable best efforts to resolve or defend against such objections, if any, any objections that a Governmental Authority may assert be asserted with respect to the Merger transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Law as promptly as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Parent shall take, and shall cause its Affiliates to take, all actions reasonably necessary to avoid the entry or to effect the dissolution of, or vacate or lift, any Order which would otherwise have the effect of preventing, impairing or materially delaying the Closing, including (i) selling, licensing, divesting or disposing of or holding separate any entities, assets, Intellectual Property or businesses (including, after the Closing Date, any Acquired Company), (ii) terminating, amending or assigning existing relationships or contractual rights and obligations, (iii) changing or modifying any course of conduct regarding future operations, (iv) otherwise taking actions that would limit its freedom of action with respect to, or its ability to retain, one or more of their respective businesses, assets or rights or interests therein and (v) committing to take any such actions in the foregoing clauses (i), (ii), (iii) or (iv). For the avoidance of doubt, Parent shall not require the Sellers or their respective Subsidiaries to, and no Seller or its respective Subsidiaries shall be required to, take any action with respect to any Order or any applicable Law which would bind the Sellers or their respective Subsidiaries irrespective of whether the Transactions occur or otherwise bind the Liz Business. (e) From and after the date hereof, the Parties shall, and shall cause their respective Affiliates to, use their reasonable best efforts to obtain any clearance consents, authorizations or approvals required under the Material Contracts or the Real Property Leases or other leases, subleases and licenses to which an Acquired Company is a party in order to consummate the Transactions (including waivers from the landlords under the Real Property Leases of the loss of personal rights, rights to increase rents thereunder and a release of the Sellers from any applicable Antitrust Laws or approvalobligations under the Real Property Leases by the landlords effective as of the Closing Date; provided, consent or authorization necessary under applicable Law that such waivers and releases shall not be required for a Consent to be valid for the consummation purpose of this Agreement); provided, however, that the foregoing shall not require any Party or any of its Affiliates to expend money, commence any Legal Action or offer or grant any accommodation (financial or otherwise) to any third party. The Buyers will execute and deliver all necessary acknowledgements and assumption agreements required by any landlord as a condition to its consent and that are commercially reasonable or which are otherwise required by the terms of the Merger Transactionssubject Real Property Lease; and shall provide all necessary deliveries certificates of insurance and any other assurances required thereby.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement agreement and in accordance with applicable Law, each of the parties to this Agreement agreement shall use its commercially reasonable efforts to promptly (i) obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and make any filings and notifications with, any Governmental Authority or third party necessary, proper or advisable under applicable Law to consummate the Merger Transactions, (ii) make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, any applicable Antitrust Lawsthe HSR Act, the DGCL, and the Nasdaq and NYSE rules and regulations and any other applicable Law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 section 5.7 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors before filing. (b) As promptly as practicable after the date of this agreement (and in no event later than the date that is five Business Days after the date hereof), each of Parent and the Company shall file any Notification and Report Forms and related material required to be filed by it with the FTC and the United States Department of Justice, as applicable, with respect to the Merger Transactions (which shall request the early termination of any waiting period applicable to the Merger Transactions under the HSR Act), and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (c) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from any Governmental Authority regarding the Merger Transactions. If Parent or the Company receives a request for additional information from any Governmental Authority that is related to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any Governmental Authority in connection with the Merger Transactions. (cd) Parent and the Company shall exercise commercially reasonable efforts to resolve or defend against such objections, if any, that a as the FTC, the United States Department of Justice or any other Governmental Authority may assert with respect to the Merger Transactions and to obtain any clearance required under the HSR Act, or any applicable Antitrust Laws or other approval, consent or authorization necessary under applicable Law for the consummation of the Merger Transactions. Notwithstanding anything to the contrary in this agreement, Parent shall not have any obligation to and, without the prior written consent of Parent, the Company shall not (i) litigate or contest any Legal Proceeding or Order, (ii) sell, license, divest, dispose or hold separate any assets, entities or businesses (including, after the Effective Time, of the Surviving Corporation or any of its Subsidiaries), (iii) terminate, amend or assign existing relationships or contractual rights or obligations, (iv) otherwise take actions that would limit their respective freedom of action with respect to, or its ability to retain, one or more of their respective businesses, assets or rights or interests therein, or (v) commit to take any such actions in the foregoing clauses (i) through (iv). Subject to the provisions set forth above, Parent and the Company shall take any of the following actions to the extent necessary or appropriate to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of the HSR Act regarding the Merger Transactions: (A) entering into negotiations; (B) providing information required by Law; and (C) substantially complying with any supplemental request for information in accordance with the HSR Act. Parent shall not require the Company or its Subsidiaries to, and the Company and its Subsidiaries shall not be required to, take any action with respect to any Order or any applicable Law which would bind the Company or its Subsidiaries prior to the Effective Time or in the event the Merger does not occur. (e) Parent agrees that prior to the Closing Date it and its Subsidiaries will not acquire or enter into any other Contract to acquire any other business, assets or equity of any Person if such proposed acquisition would or would reasonably be expected to prevent the consummation of the Merger Transactions.

Consents; Filings; Further Action. (a) Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with applicable LawAgreement, each of the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain any consentstake, approvalsor cause to be taken, registrations, waivers, permits, orders or other authorizations fromall appropriate action, and make any filings and notifications withdo, any Governmental Authority or third party cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger Transactionsand the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) make all necessary filings, and thereafter make any other submissions necessaryeither required or deemed appropriate by each of the parties, proper or advisable in connection with respect to this Agreement and the Merger Transactions and the other transactions contemplated by this Agreement required under (A) the Securities Act, the Exchange Act and any other applicable federal or Blue Sky Laws, (B) the HSR Act, any applicable Antitrust Laws, (C) the DGCL, DGCL and the Nasdaq rules and regulations and German Stock Corporation Law (Aktiengesetz), (D) any other applicable Law and (iiiE) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.6 to cause the expiration rules and regulations of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such LawsNasdaq National Market. Parent and the Company The parties to this Agreement shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all relevant such documents to the non-filing nonfiling party and its advisors before prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other party to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Each Without limiting the generality of Parent and the Company Section 5.12(a), each party to this Agreement shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority regarding any of the Merger Transactionstransactions contemplated by this Agreement. If Parent any party or the Company any affiliate thereof receives a request for additional information or documentary material from any Governmental Authority that is related such government or authority with respect to the Merger Transactionstransactions contemplated by this Agreement, then such party shall will endeavor in good faith to make, or cause to be made, to the extent as soon as reasonably practicable and after consultation with the other party, an appropriate response to in compliance with such request as promptly as reasonably practicablerequest. No party shall participate in any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and participate. The Parent shall will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any Governmental Authority other domestic or foreign government or governmental or multinational authority in connection with the Merger Transactions. (c) transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Parent and the Company shall exercise use commercially reasonable efforts to resolve or defend against such objections, if any, that a Governmental Authority as may assert be asserted with respect to the Merger Transactions and to obtain any clearance required transactions contemplated by this Agreement under any applicable Antitrust Laws antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Notwithstanding the foregoing, nothing in this Section 5.12 shall require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, consent to proffer to, or authorization necessary under applicable Law for agree to (A) sell or hold separate and agree to sell, divest or to discontinue or limit, before or after the consummation Effective Time, any assets, businesses, or interest in any assets or businesses of the Merger TransactionsParent, the Company or any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could reasonably be expected to result in a Material Adverse Effect on the Parent or a Material Adverse Effect on the Company.