Common use of Cooperation; Efforts to Consummate Clause in Contracts

Cooperation; Efforts to Consummate. (a) Subject to the other provisions of this Agreement, each Party shall cooperate with the other and use (and shall cause its respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions necessary or advisable on its part under this Agreement and applicable Laws to consummate the Transactions as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary filings and notices and seeking to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any contractual counterparty or any Governmental Entity in order to consummate the Transactions; provided that in connection with obtaining any such consent or approval from any contractual counterparty, none of the Company, Parent, or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, pay any fees or concede anything of monetary or economic value or otherwise make any accommodation or provide any benefit, in each case, except to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any of their respective Subsidiaries in connection with obtaining the Regulatory Approvals.

Cooperation; Efforts to Consummate. (a) Subject On the terms and subject to the other provisions of conditions set forth in this Agreement, each Party the Company and Parent shall cooperate with the each other and use (and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including by filing no later than ten (10) Business Days after the date of this Agreement the notification and notices report form required under the HSR Act) and seeking to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, permits clearances, Permits and authorizations necessary necessary, proper or advisable to be obtained from any contractual counterparty third party or any Governmental Entity in order to consummate the Transactions; provided that in connection . The Company and Parent (A) shall each request early termination of all applicable waiting periods under the HSR Act with obtaining respect to the Transactions and (B) the Company and Parent shall not, and shall cause their Subsidiaries and Affiliates not to, extend any such waiting period, review period or comparable period under the HSR Act or any other Antitrust Law or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions, except with the prior written consent or approval from any contractual counterparty, none of the Companyother Party (not to be unreasonably withheld, conditioned, delayed, or denied). Notwithstanding the foregoing or anything to the contrary in this Agreement, but subject to Parent’s obligations pursuant to Section 7.4(c), in no event shall either the Company or Parent or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, to pay any fees consideration to any third parties or concede give anything of monetary value to obtain any such Person’s authorization, approval, consent or economic value waiver to effectuate the Transactions, other than filing, recordation or otherwise make any accommodation or provide any benefit, in each case, except similar fees. Notwithstanding anything to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to contrary contained herein, no action taken by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any Parent under this Section 7.4 will constitute a breach of their respective Subsidiaries in connection with obtaining the Regulatory ApprovalsSection 5.1 or Section 6.1, respectively.

Cooperation; Efforts to Consummate. (a) Subject to the other provisions of terms and conditions set forth in this Agreement, each Party the Company and Parent shall cooperate with the each other and use (and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Transactions Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including by filing no later than ten (10) days after the date of this Agreement the notification and notices report form required under the HSR Act, and seeking requesting early termination of the waiting period thereof with respect to the Merger) and to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, permits permits, licenses, and authorizations necessary or advisable to be obtained from any contractual counterparty or third party and/or any Governmental Entity in order to consummate the Transactions; provided that in connection with obtaining Merger or any such consent or approval from any contractual counterparty, none of the Companyother transactions contemplated by this Agreement and to permit the conduct of the business by Parent following the Closing, Parentincluding the transfer or assignment of any registrations, approvals, permits, licenses, or authorizations necessary for the Company or its Subsidiaries to continue to conduct business in compliance with applicable Laws. Notwithstanding the foregoing or anything to the contrary in this Agreement, in no event shall the Company or Parent or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, to pay any fees consideration to any third parties or concede give anything of monetary value to obtain any such Person’s authorization, approval, consent or economic value or otherwise make any accommodation or provide any benefit, in each case, except waiver to effectuate the extent expressly set forth in Merger and the Airbus Term Sheet or any definitive agreements with respect to the other transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that by this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to by Parent pursuant to Section 5.5(f)(ii)); providedAgreement, howeverother than filing, that whether recordation or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any of their respective Subsidiaries in connection with obtaining the Regulatory Approvalssimilar fees.

Cooperation; Efforts to Consummate. (a) Subject to the other provisions of terms and conditions set forth in this Agreement, each Party the Company and Parent shall cooperate with the each other and use (and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Transactions Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including by (i) each party filing no later than 10 Business Days after the date of this Agreement the notification and notices report form required under the HSR Act, and seeking requesting early termination of the waiting period thereof with respect to the Merger and (ii) the Company causing to be filed no later than 10 Business Days after the date of this Agreement the Broker-Dealer Subsidiaries’ Continuing Membership Application with FINRA pursuant to FINRA’s NASD Rule 1017 in connection with the Merger and the other transactions contemplated hereby) and to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any contractual counterparty or third party and/or any Governmental Entity and/or any SRO in order to consummate the Transactions; provided that in connection with obtaining Merger or any such consent or approval from any contractual counterparty, none of the Companyother transactions contemplated by this Agreement, Parentincluding using their reasonable best efforts to agree to any requirements or remedies imposed by any applicable Governmental Entity. Notwithstanding the foregoing or anything to the contrary in this Agreement, in no event shall either the Company or Parent or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, to pay any fees consideration to any third parties or concede give anything of monetary value to obtain any such Person’s authorization, approval, consent or economic value or otherwise make any accommodation or provide any benefit, in each case, except waiver to effectuate the extent expressly set forth in Merger and the Airbus Term Sheet or any definitive agreements with respect to the other transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that by this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to by Parent pursuant to Section 5.5(f)(ii)); providedAgreement, howeverother than filing, that whether recordation or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any of their respective Subsidiaries in connection with obtaining the Regulatory Approvalssimilar fees.

Cooperation; Efforts to Consummate. (a) Subject Remainco and RMT Partner shall, subject to the other provisions of this AgreementSection 8.2, each Party shall Section 8.3 and Section 8.8(e), cooperate with the each other and use (use, and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries to use) respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, necessary, proper or advisable on its each of their part under this Agreement and the other Transaction Documents and applicable Laws and Governmental Orders to consummate and make effective the Transactions Merger and the other Transactions, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings and notices and seeking to obtain (including by filing as promptly as reasonably practicablepracticable after the date of this Agreement the notifications, unless otherwise agreed by Parent filings, reports and other information required to be filed (i) under the Company by mutual written consent HSR Act, (provided that ii) under any disagreement between other applicable Antitrust Laws, (iii) with the parties Governmental Entity described in Section 8.8(a)(ii) of the Spinco Disclosure Letter (subject to the process described therein), (iv) under applicable Utilities Laws (to the extent required) and (v) with Foreign Regulators pursuant to applicable Foreign Regulatory Laws, in each case, with respect to timing shall be subject the Merger and the other Transactions (including the filing of the notifications, filings, reports and other information set forth on Section 9.1(d) of the Spinco Disclosure Letter)) and to the Regulatory Strategy Framework), obtain all consents, registrations, approvals, permits permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any contractual counterparty or third party and/or any Governmental Entity in order to consummate the Mergers and the other Transactions; provided that . In furtherance and not in limitation of the covenants of the parties contained in this Section 8.8 (but subject to Section 8.8(e) below), each of the Parties shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity in connection with obtaining the HSR Act, any such consent or approval from other applicable Antitrust Laws, any contractual counterparty, none of the Company, Parent, Communications Laws or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, pay any fees or concede anything of monetary or economic value or otherwise make any accommodation or provide any benefit, in each case, except to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements Foreign Regulatory Laws with respect to the transactions contemplated thereby entered into with Merger and the prior written consent other Transactions and to avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit preventing the Company from divesting any consummation of the assets set forth in Section 5.5(d) of Merger and the Company Disclosure Schedule to the extent consented to other Transactions (including by Parent pursuant to Section 5.5(f)(ii)); provideddefending any lawsuits or other legal proceedings, howeverwhether judicial or administrative, that whether or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parentchallenging this Agreement, the Company Merger or any of their respective Subsidiaries in connection with obtaining the Regulatory Approvalsother Transactions).

Cooperation; Efforts to Consummate. (a) Subject to the other provisions of this Agreement, each Party The Company and Parent shall cooperate with the each other and use (and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries to use) their respective commercially reasonable best efforts -49- to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Transactions Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings and notices and seeking to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any contractual counterparty or third party and/or any Governmental Entity in order to consummate the TransactionsMerger or any of the other transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that Parent and the Company shall have the right to review in advance and, to the extent reasonably practicable, each will consult with the other on and consider in good faith the views of the other in connection with obtaining any such consent with, all of the information relating to Parent or approval from any contractual counterparty, none of the Company, Parentas the case may be, or and any of their respective Affiliates shall be required Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and neither the other transactions contemplated by this Agreement. The Company nor shall use its reasonable best efforts not permit any of its Affiliates shallofficers or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with Parent in advance and, to the extent permitted by such Governmental Entity, gives Parent the opportunity to attend and participate thereat. The Company and its Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Merger and the other transactions contemplated by this Agreement without the prior written consent of Parent (which, subject to this Section 6.5, may be withheld in Parent’s sole discretion). In exercising the foregoing rights, be permitted toeach of the Company and Parent shall act reasonably and as promptly as reasonably practicable. Subject to applicable Law and as required by any Governmental Entity, pay any fees the Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or concede anything of monetary other communications received by Parent or economic value or otherwise make any accommodation or provide any benefitthe Company, in each caseas the case may be, except to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the transactions contemplated thereby entered into with the prior written consent such transactions. The Company shall give prompt notice to Parent of Parent pursuant any change, fact or condition that has had or would reasonably be expected to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting have a Material Adverse Effect or of any failure of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule any condition to the extent consented other party’s obligations to by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not effect the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any of their respective Subsidiaries in connection with obtaining the Regulatory ApprovalsMerger.

Cooperation; Efforts to Consummate. (a) Subject On the terms and subject to the other provisions conditions of this Agreement, each Party the Company and Parent shall cooperate with the each other and use (and shall cause its respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries respective Subsidiaries, and with respect to Parent, its Affiliates, to use) , their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws Law to consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including (x) by filing no later than ten (10) Business Days after July 20, 2020, the notification and notices report form required under the HSR Act, and seeking (y) by filing as soon as practicable all other notifications (or, where customary, draft notifications to obtain be followed in the ordinary course by formal notifications) required under the Antitrust Laws of the other jurisdictions listed in Section 8.1(b) of the Company Disclosure Letter, and in each case requesting, where applicable, early termination of the waiting periods with respect to the Merger), (ii) responding as promptly as reasonably practicablepracticable to any informal and formal inquiries or requests for documentation or information or any request for additional information (a “second request”) received from the US Federal Trade Commission or the US Department of Justice and to all inquiries and requests received from any other Governmental Entity in connection with Antitrust Law matters, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), iii) obtaining as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any contractual counterparty third party or any Governmental Entity in order to consummate the Transactions; provided that in connection with obtaining any such consent or approval from any contractual counterparty, none of the Company, Parent, or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, pay any fees or concede anything of monetary or economic value or otherwise make any accommodation or provide any benefit, in each case, except to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, . Parent shall be responsible for the payment to any Governmental Entity pay 100% of all filing fees payable by required under any Antitrust Laws. Nothing in this Agreement shall require or be construed to require Parent, the Company or its Subsidiaries to proffer to, or agree to, incur any liabilities or any sale, divestiture, license, disposition or holding separate of, or any termination, prohibition, limitation, restriction or other action with respect to existing relationships, contracts, assets, product lines or businesses or interests therein of Parent, the Company or any of their respective its Subsidiaries in connection with obtaining unless the Regulatory Approvalseffectiveness of such action is conditioned upon the Closing.

Cooperation; Efforts to Consummate. (a) Subject On the terms and subject to the other provisions conditions of this Agreement, each Party the Company and Parent shall cooperate with the each other and use (and shall cause its respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries respective Subsidiaries, and with respect to Parent and its Affiliates, to use) , their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including (i) by filing no later than ten (10) Business Days after the date of this Agreement, the notification and notices report form required under the HSR Act, and seeking (ii) by filing as soon as practicable all other notifications (or, where customary, draft notifications to be followed in the ordinary course by formal notifications) required under the Antitrust Laws of the other jurisdictions listed in Section 8.1(b) of the Company Disclosure Letter, and in each case requesting, where applicable, early termination of the waiting periods with respect to the Merger) and to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any contractual counterparty third party or any Governmental Entity in order to consummate the Transactions; provided that in connection with obtaining any such consent or approval from any contractual counterparty, none of the Company, Parent, or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, pay any fees or concede anything of monetary or economic value or otherwise make any accommodation or provide any benefit, in each case, except to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, . Parent shall be responsible for the payment to any Governmental Entity pay 100% of all filing fees payable by required under any Antitrust Laws. Nothing in this Agreement shall require or be construed to require Parent, the Company or its Subsidiaries to proffer to, or agree to, incur any liabilities or any sale, divestiture, license, disposition or holding separate of, or any termination, prohibition, limitation, restriction or other action with respect to existing relationships, contracts, assets, product lines or businesses or interests therein of Parent, the Company or any of their respective its Subsidiaries in connection with obtaining unless the Regulatory Approvalseffectiveness of such action is conditioned upon the Closing.

Cooperation; Efforts to Consummate. (a) Subject On the terms and subject to the other provisions of conditions set forth in this Agreement, each Party the Company and TSIA shall cooperate with the each other and use (and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including by filing no later than 10 Business Days after the date of this Agreement the notification and notices report form required under the HSR Act) and seeking to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, clearances, permits and authorizations necessary or advisable to be obtained from any contractual counterparty third party or any Governmental Entity in order to consummate the Transactions; provided that in connection . The Company and TSIA (A) shall each request early termination of all applicable waiting periods under the HSR Act with obtaining respect to the Transactions and (B) shall not, and shall cause their Subsidiaries and Affiliates not to, extend any such waiting period, review period or comparable period under the HSR Act or any other Antitrust Law or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions, except with the prior written consent or approval from any contractual counterparty, none of the Companyother Party. Notwithstanding the foregoing or anything to the contrary in this Agreement, Parentbut subject to TSIA’s obligations pursuant to Section 7.4(c), in no event shall either the Company or TSIA or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, to pay any fees consideration to any third parties or concede give anything of monetary value to obtain any such Person’s authorization, approval, consent or economic value waiver to effectuate the Transactions, other than filing, recordation or otherwise make any accommodation or provide any benefit, in each case, except similar fees. Notwithstanding anything to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to contrary contained herein, no action taken by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any TSIA under this Section 7.4 will constitute a breach of their respective Subsidiaries in connection with obtaining the Regulatory ApprovalsSection 5.1 or Section 6.1, respectively.

Cooperation; Efforts to Consummate. (a) Subject On the terms and subject to the other provisions of conditions set forth in this Agreement, each Party the Company and Parent shall cooperate with the each other and use (and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including by filing no later than ten (10) Business Days after the Execution Date any notification and notices report form required under the HSR Act) and seeking to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, permits clearances, Permits and authorizations necessary necessary, proper or advisable to be obtained from any contractual counterparty third party or any Governmental Entity in order to consummate the Transactions; provided . If applicable, the Company and Parent (A) shall each request early termination of all applicable waiting periods under the HSR Act with respect to the Transactions (it being understood that any decision as to whether to grant early termination is in connection with obtaining any such consent or approval from any contractual counterparty, none the sole discretion of the CompanyFTC), and (B) shall not, and shall cause their Subsidiaries and Affiliates not to, extend any waiting period, review period or comparable period under the HSR Act or any other Antitrust Law or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions, except with the prior written consent of the other Party (not to be unreasonably withheld, conditioned, delayed, or denied). Notwithstanding the foregoing or anything to the contrary in this Agreement, but subject to Parent’s obligations pursuant to Section 7.5(c), in no event shall either the Company or Parent or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, to pay any fees consideration to any third parties or concede give anything of monetary value to obtain any such Person’s authorization, approval, consent or economic value waiver to effectuate the Transactions, other than filing, recordation or otherwise make any accommodation or provide any benefit, in each case, except similar fees. Notwithstanding anything to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to contrary contained herein, no action taken by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any Parent under this Section 7.5 will constitute a breach of their respective Subsidiaries in connection with obtaining the Regulatory ApprovalsSection 5.1 or Section 6.1, respectively.

Cooperation; Efforts to Consummate. (a) Subject Remainco and RMT Partner shall, subject to the other provisions of this AgreementSection 8.2, each Party shall Section 8.3, Section 8.8(d), and Section 8.8(e), cooperate with the each other and use (use, and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries to use) respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, necessary, proper or advisable on its each of their part under this Agreement and the other Transaction Documents and applicable Laws and Governmental Orders to consummate and make effective the Transactions Merger and the other Transactions, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings and notices and seeking to obtain (including by filing as promptly as reasonably practicablepracticable after the date of this Agreement the notifications, unless otherwise agreed by Parent filings, reports and other information required to be filed (i) under the Company by mutual written consent HSR Act, (provided that ii) under any disagreement between the parties other applicable Antitrust Laws, and (iii) with Foreign Regulators pursuant to applicable Foreign Regulatory Laws, in each case, with respect to timing shall be subject the Merger and the other Transactions (including the filing of the notifications, filings, reports and other information set forth on Section 9.1(d) of the Spinco Disclosure Letter)) and to the Regulatory Strategy Framework), obtain all consents, registrations, approvals, permits permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any contractual counterparty or third party and/or any Governmental Entity in order to consummate the Mergers and the other Transactions; provided that . In furtherance and not in limitation of the covenants of the parties contained in this Section 8.8 (but subject to Section 8.8(e) below), each of the Parties shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity in connection with obtaining the HSR Act, any such consent or approval from any contractual counterparty, none of the Company, Parentother applicable Antitrust Laws, or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, pay any fees or concede anything of monetary or economic value or otherwise make any accommodation or provide any benefit, in each case, except to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements Foreign Regulatory Laws with respect to the transactions contemplated thereby entered into with Merger and the prior written consent other Transactions and to avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit preventing the Company from divesting any consummation of the assets set forth in Section 5.5(d) of Merger and the Company Disclosure Schedule to the extent consented to by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any of their respective Subsidiaries in connection with obtaining the Regulatory Approvalsother Transactions.

Cooperation; Efforts to Consummate. (a) Subject On the terms and subject to the other provisions of conditions set forth in this Agreement, each Party the Company and Parent shall cooperate with the each other and use (and shall cause its their respective Wholly Owned Subsidiaries to use, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including by filing no later than ten (10) Business Days after the date of this Agreement the notification and notices report form required under the HSR Act) and seeking to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, permits clearances, Permits and authorizations necessary necessary, proper or advisable to be obtained from any contractual counterparty third party or any Governmental Entity in order to consummate the Transactions; provided that in connection . The Company and Parent (A) shall each request early termination of all applicable waiting periods under the HSR Act with obtaining respect to the Transactions and (B) shall not, and shall cause their Subsidiaries and Affiliates not to, extend any such waiting period, review period or comparable period under the HSR Act or any other Antitrust Law or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions, except with the prior written consent or approval from any contractual counterparty, none of the Companyother Party (not to be unreasonably withheld, conditioned, delayed, or denied). Notwithstanding the foregoing or anything to the contrary in this Agreement, but subject to Parent’s obligations pursuant to Section 7.4(c), in no event shall either the Company or Parent or any of their respective Affiliates shall be required to, and neither the Company nor any of its Affiliates shall, without the prior written consent of Parent, be permitted to, to pay any fees consideration to any third parties or concede give anything of monetary value to obtain any such Person’s authorization, approval, consent or economic value waiver to effectuate the Transactions, other than filing, recordation or otherwise make any accommodation or provide any benefit, in each case, except similar fees. Notwithstanding anything to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to contrary contained herein, no action taken by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any Parent under this Section 7.4 will constitute a breach of their respective Subsidiaries in connection with obtaining the Regulatory ApprovalsSection 5.1 or Section 6.1, respectively.

Cooperation; Efforts to Consummate. (a) Subject On the terms and subject to the other provisions conditions of this Agreement, each Party the Company and Parent shall cooperate with the each other and use (and shall cause its their respective Wholly Owned Subsidiaries to useSubsidiaries, and shall instruct with respect to Parent, the Equity Financing Source and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries its other Affiliates, to use) their respective reasonable best efforts to take or cause to be taken all actions necessary actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary notices, reports and other filings (including (i) by filing no later than ten (10) Business Days after the date of this Agreement, the notification and notices report form required under the HSR Act, and seeking (ii) by filing no later than May 11, 2018 all other notifications (or, where customary, draft notifications to be followed in the ordinary course by formal notifications) required under the Antitrust Laws of the other jurisdictions listed in Section 8.1(b) of the Company Disclosure Letter, and in each case requesting, where applicable, early termination of the waiting periods with respect to the Merger) and to obtain as promptly as reasonably practicable, unless otherwise agreed by Parent and the Company by mutual written consent (provided that any disagreement between the parties with respect to timing shall be subject to the Regulatory Strategy Framework), practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any contractual counterparty third party or any Governmental Entity in order to consummate the Transactions; provided that . Nothing in connection with obtaining this Agreement shall require or be construed to require the Company or its Subsidiaries to proffer to, or agree to, incur any such consent liabilities or approval from any contractual counterpartysale, none of the Companydivestiture, Parentlicense, disposition or holding separate of, or any of their respective Affiliates shall be required totermination, and neither the Company nor any of its Affiliates shallprohibition, without the prior written consent of Parentlimitation, be permitted to, pay any fees restriction or concede anything of monetary or economic value or otherwise make any accommodation or provide any benefit, in each case, except to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements other action with respect to the transactions contemplated thereby entered into with the prior written consent existing relationships, contracts, assets, product lines or businesses or interests therein of Parent pursuant to Section 5.5(f)(ii) (it being understood that this sentence shall not prohibit the Company from divesting any of the assets set forth in Section 5.5(d) of the Company Disclosure Schedule to the extent consented to by Parent pursuant to Section 5.5(f)(ii)); provided, however, that whether or not the Transactions are consummated, Parent shall be responsible for the payment to any Governmental Entity of all filing fees payable by Parent, the Company or any of their respective its Subsidiaries in connection with obtaining unless the Regulatory Approvalseffectiveness of such action is conditioned upon the Closing.