Common use of Cooperation; Efforts to Consummate Clause in Contracts

Cooperation; Efforts to Consummate. (a) Upon the terms and subject to the conditions set forth in this Agreement (including Section 7.2), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable 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 report form required under the HSR Act), obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing and delivering any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company and Parent shall jointly develop and consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, or submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon the terms and subject Subject to the conditions set forth in other provisions of this Agreement (including Section 7.2)Agreement, the Company and Parent each Party shall cooperate with each 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 respective non-Wholly Owned Subsidiaries to use) their respective 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 actions necessary or advisable on its part under this Agreement and applicable Law Laws to cause consummate the conditions to Closing to be satisfied Transactions as promptly as reasonably practicable and advisable (and in any event no later than prior to the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports filings and other Filings (including by filing no later than 10 Business Days after the date of this Agreement the notification notices and report form required under the HSR Act), obtaining seeking to obtain as promptly as reasonably practicable practicable, unless otherwise agreed by Parent and the Company by mutual written consent (and in provided that any event no later than disagreement between the Outside Date) parties with respect to timing shall be subject to the Regulatory Strategy Framework), all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party 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, executing none of the Company, Parent, or any of their respective Affiliates shall be required to, and delivering neither the Company nor any additional instruments necessary 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 consummate 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. (b) In furtherance of the provisions of Section 5.5(a), each of the Company and refraining from taking Parent, as applicable, shall (and shall cause their respective Wholly Owned Subsidiaries to, and shall instruct and use reasonable best efforts to cause their non-Wholly Owned Subsidiaries to): (i) prepare and file (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than twenty (20) Business Days after the date of this Agreement, and (B) all other initial filings, notices and reports (or where applicable, drafts thereof) pursuant to all other applicable Antitrust Laws or Foreign Investment Laws or with respect to the other Regulatory Approvals, in each case, as promptly as reasonably practicable after the date of this Agreement; provided that the timing of all such filings described in this Section 5.5(b)(i) shall be subject to the Regulatory Strategy Framework; (ii) promptly provide or cause to be provided to each Governmental Entity any action non-privileged information and documents (x) requested by such Governmental Entity in connection with any applicable Antitrust Law, Foreign Investment Law or other Regulatory Approvals or (y) that would reasonably be expected are otherwise necessary or advisable to impedepermit consummation of the Transactions as promptly as practicable following any such request or otherwise following the date hereof; and (iii) contest or defend against any actual, interfere withanticipated or threatened Order or Proceeding under any applicable Antitrust Law or Foreign Investment Law seeking to prevent, prevent restrain, prohibit, make illegal, materially impair or materially delay the consummation of the Transactions. (b) The Company and Parent shall jointly develop and consult and cooperate in all respects with one another, and consider in good faith the views of one anotherincluding seeking to have any adverse decision, in connection with the form and content of stay or temporary restraining order entered by any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, court or submitted to, any third party or any other Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers vacated, lifted or other Representatives to participate in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicablereversed. (c) Subject In furtherance of and without limiting the provisions of Section 5.5(a) and Section 5.5(b), but subject to Section 7.1(b) of such Party’s Disclosure Letter5.5(d), neither Parent nor the Company shall, and each of them shall cause their respective its Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of extent necessary to obtain the Company Regulatory Approvals and Parent agree toto permit the Closing to occur prior to the Outside Date: (i) promptly make an appropriate response to any request propose, negotiate, commit to, effect and agree to, by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry ofconsent decree, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other hold separate order, decreeor otherwise, decisionthe sale, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, leasedivestiture, license, divest or otherwise dispose of, or hold holding separate pending such dispositionand other disposition of the businesses, assets, operations, rightsproperties, product lines, licensesprograms, businesses projects and equity or other business interests therein of the Company or Parent or any of their respective Subsidiaries; (ii) create, and promptly effecting such saleamend, leaseterminate, licenseunwind, divestituredivest or assign, disposal subcontract or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual otherwise secure substitute parties for relationships, ventures or contractual or commercial rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, of the Company or Parent or any of their respective Subsidiaries Subsidiaries; and (iii) take or commit to take any action that would limit or otherwise restrict Parent’s or the Company’s or any of their respective Subsidiaries’ freedom of action, including with respect to, or that would effect changes to the conduct of business of, any businesses, assets, properties, product lines, programs, projects and equity or other Affiliates business interests, relationships, ventures or contractual rights and obligations of the Company, Parent, and their respective Subsidiaries. (d) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall (i) waive any Party or any of its Subsidiaries be required to take, or agree to take, any action set forth in Section 5.5(c) (whether to obtain the Regulatory Approvals or any other approvals with any Governmental Entity) that is not conditioned upon the consummation of the Merger (it being understood that the foregoing shall not prohibit the Company from divesting any of the conditions assets set forth in Article VIII as they apply Section 5.5(d) of the Company Disclosure Schedule, whether or not conditioned upon the consummation of the Merger, to such Partythe extent consented to by Parent pursuant to Section 5.5(f)(ii)), (ii) takeexcept to the extent expressly provided by 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), effect the Company or any of its Subsidiaries agree with any Governmental Entity to take any action set forth in Section 5.5(c) (whether to obtain the Regulatory Remedy described in clause Approvals or any other approvals with any Governmental Entity) without the prior written consent of Parent (II) above unless such Regulatory Remedy is conditioned upon it being understood that the occurrence foregoing shall not prohibit the Company from divesting any of the Closing or is effective on or after assets set forth in Section 5.5(d) of the Closing Company Disclosure Schedule to the extent consented to by Parent pursuant to Section 5.5(f)(ii)), or (iii) take, effect Parent or any of its Subsidiaries be required to take or to agree to take any action as set forth in Section 5.5(c) (whether to obtain the Regulatory Remedy that individually Approvals or in the aggregate any other approvals with any Governmental Entity) that (A) relates to businesses, assets, properties, product lines, programs, projects, equity or other Regulatory Remedy to be taken, effected business interests or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations other contractual rights and obligations of Parent and or any of its Subsidiaries, taken as a whole(B) relates to businesses, after giving effect to the Transactions (including the Mergers)assets, it being understood thatproperties, for purposes product lines, programs, projects, equity or other business interests or other contractual rights and obligations of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and or any of its Subsidiaries other than as set forth in Section 5.5(d) of the Company Disclosure Schedule or (C) would require Parent shall use reasonable best efforts to cooperate commit to provide prior notice or seek prior approval from any Governmental Entity for or appoint a monitor with each other and work in good faith in formulating respect to any Regulatory Remedyfuture transaction (any such actions, a “Burdensome Condition”).

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in of this Agreement (including Section 7.2)Agreement, each of the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their its respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 Business Days as promptly as reasonably practicable after the date of this Agreement the notification and report form required under the HSR Act), (ii) obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing Transactions and delivering (iii) defending any additional instruments necessary Proceedings challenging this Agreement or the Transactions and seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Transactions Merger and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. Notwithstanding the foregoing, nothing in this Agreement will require any Party to hold separate or make any divestiture of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement. (b) The Company and Subject to applicable Law relating to the exchange of information, Parent shall jointly develop 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 and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy StatementProxy/Prospectus and the Registration StatementProspectus). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference meeting with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Party Parties the opportunity to attend and participate thereinthereat. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the The Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, Transactions without the prior written consent of the other PartyParent (which consent, subject to this Section 7.5, may be withheld in Parent’s sole discretion). In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon the terms Remainco and RMT Partner shall, subject to the conditions set forth in this Agreement (including Section 7.28.2, Section 8.3 and Section 8.8(e), the Company and Parent shall cooperate with each other and use (use, and shall cause their respective Subsidiaries to use) , their respective 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 on its each of their part under this Agreement and the other Transaction Documents and applicable Law Laws and Governmental Orders to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicableMerger and the other Transactions, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 Business Days as promptly as reasonably practicable after the date of this Agreement the notification notifications, filings, reports and report form other information required to be filed (i) under the HSR Act, (ii) under any other applicable Antitrust Laws, (iii) with the Governmental Entity described in Section 8.8(a)(ii) of the Spinco Disclosure Letter (subject to the process described therein), obtaining as promptly as reasonably practicable (iv) under applicable Utilities Laws (to the extent required) and (v) with Foreign Regulators pursuant to applicable Foreign Regulatory Laws, in any event no later than each case, with respect to the Outside DateMerger 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 obtain all actions or nonactions, waivers, consents, registrations, approvals, permits, expirations or terminations of waiting periods, approvals, permits periods and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity in order to consummate the Mergers and the other Transactions. 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), executing 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 the HSR Act, any other applicable Antitrust Laws, any Communications Laws or any Foreign Regulatory Laws with respect to the Merger and delivering any additional instruments necessary to consummate the other Transactions and refraining from taking to avoid the entry of, or effect the dissolution of, any action decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would reasonably be expected to impede, interfere with, prevent or materially delay otherwise have the effect of preventing the consummation of the Merger and the other Transactions (including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Merger or the other Transactions). (b) Remainco and RMT Partner shall each, upon request by the other, furnish the other with all information, subject to Section 8.10, concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Remainco or RMT Partner or any of their respective Affiliates to any Governmental Entity in connection with the Transactions. (bc) The Company Remainco and Parent RMT Partner shall promptly provide all non-privileged information and documents requested by any Governmental Entity to the extent necessary or advisable to resolve any inquiry or investigation and to obtain as promptly as practicable all permits, clearances, and approvals necessary or advisable to be obtained from such Governmental Entity in order to consummate the Merger and the other Transactions. (d) Remainco and RMT Partner shall (i) jointly develop determine timing and strategy and be jointly responsible for the final content of any substantive oral or written joint communications with any applicable Governmental Entity and (ii) jointly coordinate all activities with respect to seeking any permits, clearances or approvals of any Governmental Entity under any U.S. or non-U.S. Antitrust Laws, the Communications Act or Foreign Regulatory Laws; provided, however, that, subject to the matters described in Section 9.1(d)D.2 of the Spinco Disclosure Letter, in the event of any disagreement between Remainco and RMT Partner with respect to the matters described in the foregoing clause (i) or (ii), the General Counsel of Remainco and the General Counsel of RMT Partner shall cooperate and consult and cooperate in all respects with one anotheranother and seek to resolve such disagreement reasonably and in good faith; provided, further, that if the General Counsel of Remainco and the General Counsel of RMT Partner cannot resolve any such disagreement, the Chief Executive Officer of Remainco and the Chief Executive Officer of RMT Partner shall cooperate and consult with one another and seek to resolve such disagreement reasonably and in good faith. Remainco and RMT Partner shall have the right to review in advance (subject to, as necessary, redactions of commercially sensitive terms or the privileged information of such party or the exchange of information on an “outside counsel only” basis) and each shall consult with the other on and consider in good faith the views of one another, the other in connection with with, all the form information relating to Remainco and content RMT Partner, as the case may be, and any of their respective Affiliates, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement)Transaction. Neither the Company Remainco nor Parent RMT Partner shall permit any of its officers or any other Representatives representatives or agents to participate in any meeting or substantive meeting, telephone call or conference communication with any Governmental Entity in respect of any Filingfiling, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, Transaction unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each thereat (and to the extent such other Party did not participate in any communication with a Governmental Entity promptly, and in no event later than 24 hours thereafter, provide such other Party with a reasonably detailed summary of such communication). (e) For the purposes of this Section 8.8, “reasonable best efforts” shall include taking any and all actions necessary to obtain the consents, approvals, permits, waiting period expirations or authorizations of any Governmental Entity required to consummate the Merger and the other Transactions as promptly as reasonably practicable (including (i) divest, transfer, sell or otherwise dispose of or hold separate (or agree to do any of the Parties shall use reasonable best efforts foregoing) any of their respective businesses, assets or any portions thereof, (ii) effect any conditions, commitments or restrictions (or agree to furnish to each other all information required for do any Filing, other than confidential of the foregoing) on or proprietary information not directly related to the Transactionsconduct of their respective businesses, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed including with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, individuals designated to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff serve as directors on the other hand, with respect RMT Partner Board pursuant to Section 2.8 and (iii) implement the Transactions in order for such other Party to meaningfully consult strategies and participate in accordance with this Section 7.5, provided that materials furnished actions determined pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each 8.8 and Section 9.1(d)D.2 of the Company and Parent and Spinco Disclosure Letter) provided that notwithstanding anything to the contrary set forth in this Agreement: (i) neither Remainco nor RMT Partner, or their respective Subsidiaries (including the Spinco Entities), shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactionsbe required to, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each caseof them shall, without the prior written consent of the other Party. In exercising Party (which may or may not be granted in the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) sole discretion of such other Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to), take any actionor refrain from taking, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to take or refrain from taking, any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing action or is effective on or after the Closing or (iii) takeactions that, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to aggregate, would, or would be taken, effected or agreed reasonably expected to, would reasonably be expected to have a material adverse effect on materially and adversely affect (A) the assets, business, operations, results of operation or financial condition or results of operations of Parent RMT Partner and its Subsidiaries (including Spinco and the Spinco Subsidiaries), taken as a whole, after giving effect to the consummation of the Transactions or (B) the Intended Tax Treatment of the Transactions (including any such action, a “Detriment”). (ii) Remainco and its Affiliates (other than the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy Spinco Entities) shall not be taken into consideration required to (x) divest, transfer, sell or otherwise dispose of or hold separate (or agree to do any of the foregoing) any of their respective businesses, assets or any portions thereof or (y) effect any conditions, commitments or restrictions (or agree to do any of the foregoing) on or related to the conduct of their respective businesses, except with respect to Remainco’s right to designate directors on the RMT Partner Board pursuant to Section 2.8 (any action described in making clause (x) or (y), a “Remainco Detriment”). (iii) Remainco, Spinco or their respective Affiliates shall not be required by this Agreement or any other Transaction Document to take or refrain from taking, or agree to take or refrain from taking, any action or actions to the extent that taking or refraining from taking such determinationaction or actions would constitute a breach by Remainco, Spinco or any of their respective Affiliates of the Agreement of Contribution and Subscription, dated as of February 25, 2021, by and among AT&T Services, Inc., V Holdco LLC, DIRECTV Entertainment Holdings LLC and TPG VIII Merlin Investment Holdings, L.P. (iv) No Party’s good faith position to continue to contest any objection to this Agreement, the Merger or the other Transactions in an effort to achieve a more favorable resolution of such objections shall be a breach of such Party’s obligations under this Section 8.8 unless and until it would cause or be reasonably expected to cause, the Merger and the other Transactions not to be consummated prior to the earlier of (1) 18 months following the date of this Agreement and (2) 45 days prior to the one-year anniversary of the expiration or termination of the waiting period under the HSR Act with respect to the Transactions. (f) For Notwithstanding anything to the avoidance contrary set forth in this Agreement, RMT Partner shall enforce the terms of doubtSection 6 of the Voting Agreement with Advance/Xxxxxxxx. (g) Each of Remainco and RMT Partner shall provide the other Party with all information requested by such Party that is reasonably necessary to identify any Regulatory Approvals required under any Antitrust Law (other than the HSR Act), Utilities Law or Foreign Regulatory Law applicable to the Company and Parent consummation of the Merger or the RMT Partner Share Issuance (including the applicability of those potential Regulatory Approvals marked with an asterisk on Section 9.1(d) of the Spinco Disclosure Letter) (“Additional Consents”). The Parties shall use reasonable best efforts to cooperate promptly, and in no event no later than 45 days after the date hereof, identify any Additional Consents. To the extent the Parties identify any Additional Consents, such Additional Consents shall be added to Section 9.1(d) of the Spinco Disclosure Letter as if the Parties had included them in Section 9.1(d) of the Spinco Disclosure Letter as of the date of this Agreement, applying for this purpose the same standards of legal and business significance as were used by the parties in agreeing Section 9.1(d) of the Spinco Disclosure Letter as of the date of this Agreement. In the event the Parties disagree about whether the Additional Consents would have been included, they shall first have their General Counsels meet to attempt to resolve any differences. In the event the Parties are unable to agree whether any amendment to Section 9.1(d) of the Spinco Disclosure Letter is required by this Section 8.8(g), such dispute shall be settled by arbitration to be held in New York, New York in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. Such arbitration shall be conducted by one arbitrator with at least 10 years’ experience in complex mergers and acquisitions transactions mutually agreed upon by each other Party. Any decision rendered thereby shall be final and work binding on each of the Parties and judgment may be entered thereon in good faith in formulating any Regulatory Remedythe appropriate state or federal court. The arbitrators shall be bound to strict interpretation and observation of the terms of this Agreement. Each Party shall pay its own costs of arbitration.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in of this Agreement (including Section 7.2)Agreement, each of the Company Partnership and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their its respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 Business Days as promptly as reasonably practicable after the date of this Agreement the notification and report form required under the HSR Act), (ii) obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing Transactions and delivering (iii) defending any additional instruments necessary Proceedings challenging this Agreement or the Transactions and seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Transactions Merger and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. Notwithstanding the foregoing, nothing in this Agreement will require any Party to hold separate or make any divestiture of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement. (b) The Company and Subject to applicable Law relating to the exchange of information, Parent shall jointly develop have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that Parent and the Partnership Parties shall have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Partnership Parties, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy StatementProxy/Prospectus and the Registration StatementProspectus). Neither the Company Partnership Parties nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference meeting with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Party Parties the opportunity to attend and participate thereinthereat. Each of the The Partnership Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, Transactions without the prior written consent of the other PartyParent (which consent, subject to this Section 8.5, may be withheld in Parent’s sole discretion). In exercising the foregoing rights, each of the Company Partnership Parties and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and 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 advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 Business Days ten (10) days after the date of this Agreement the notification and report form required under the HSR Act), obtaining and requesting early termination of the waiting period thereof with respect to the Merger) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits permits, licenses, and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity in order to consummate the Transactions, executing and delivering Merger or any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactionsother transactions contemplated by this Agreement and to permit the conduct of the business by Parent following the Closing, including 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 be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Merger and the other transactions contemplated by this Agreement, other than filing, recordation or similar fees. (b) The Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance and, to the extent reasonably practicable and Parent shall jointly develop and consistent with reasonable confidentiality obligations, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as the case may be, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or and/or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus Merger and the Registration Statement)other transactions contemplated by this Agreement. Neither the Company nor Parent shall permit any of its officers or any other Representatives representatives or agents to participate in any substantive meeting, telephone call or conference meeting with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, transactions contemplated hereby unless it consults with the other Party party in advance and, to the extent permitted by such Governmental Entity, gives the other Party party the opportunity to attend and participate thereinthereat. Each Notwithstanding the foregoing or anything to the contrary in this Agreement, Parent shall have the sole right to control and direct the process by which the parties seek to avoid or eliminate impediments under any applicable antitrust or competition Laws in the United States and shall take the lead in and control all discussions, negotiations and other communications with Governmental Antitrust Entities, subject to good faith consultations with the Company and the inclusion of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, Company in meetings with Governmental Entities to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and permitted by such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e)5.5, each of the Company and Parent agree to: (i) to promptly make an appropriate response provide to any request by a each and every federal, state or local court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable antitrust or competition Laws in the United States (and any such Governmental Entity, a “Governmental Antitrust Law for Entity”) any non-privileged information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, documents requested by such Governmental Antitrust Entity or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if are necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible transactions contemplated by this Agreement. (d) Notwithstanding the foregoing or anything to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted contrary in any courtthis Agreement, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of neither the Company or nor Parent or (nor any of their respective Subsidiaries) will be obligated in connection with the Merger to enter into any agreement, consent decree or other commitment requiring the divestiture or holding separate of any assets or other restriction on the operation of the businesses of the Company, Parent, or their respective Subsidiaries, or to commence, pursue or defend any litigation, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect shall not accept or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing agreement, consent decree, commitment or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationrestrictions without Parent’s prior written consent. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and 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 advisable all documentation to effect all necessary notices, reports and other Filings filings (including by (i) each party filing no later than 10 Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining and 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 (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity and/or any SRO in order to consummate the Transactions, executing and delivering Merger or any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactionsother transactions contemplated by this Agreement, including 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 be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Merger and the other transactions contemplated by this Agreement, other than filing, recordation or similar fees. (b) The Subject to applicable Laws relating to the exchange of information, Parent and the Company and Parent shall jointly develop and have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as the case may be, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or and/or any Governmental Entity in connection with the Transactions Merger and the other transactions contemplated by this Agreement (including the Proxy StatementJoint Proxy/Prospectus and the Registration StatementProspectus). Neither the Company nor Parent shall permit any of its officers or any other Representatives representatives or agents to participate in any substantive meeting, telephone call or conference meeting with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, transactions contemplated hereby unless it consults with the other Party party in advance and, to the extent permitted not prohibited by such Governmental Entity, gives the other Party party the opportunity to attend and participate thereinthereat. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the The Company and Parent and their respective its Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Transactions, Merger and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to other transactions contemplated by this Agreement or the Transactions, in each case, without the prior written consent of the other PartyParent (which, subject to this Section 6.5, may be withheld in Parent’s sole discretion). In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.56.5, but on subject to the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e6.5(c)(i), each of the Company (in the case of clauses (i) below) and Parent (in the case of clauses (i) and (ii) below) agree toto take or cause to be taken the following actions: (i) promptly make an appropriate response the prompt provision to any request by a each and every federal, state, local or foreign court or Governmental Entity pursuant with jurisdiction over enforcement of any applicable antitrust or competition Laws (such Laws, “Antitrust Laws”, and any such Governmental Entity, a “Governmental Antitrust Entity”) of non-privileged information and documents requested by any Governmental Antitrust Entity or that are necessary, proper or advisable to Antitrust Law for information or documentary material with respect to permit consummation of the Transactiontransactions contemplated by this Agreement; (ii) promptly the prompt use of its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporarypermanent, preliminary or permanent temporary injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper Merger or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that other transactions contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”)this Agreement. (ed) Notwithstanding anything to the contrary contained in this Section 7.5 to the contrary, Agreement neither this Section 7.5 6.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, require Parent or the Company or Parent or any of their respective Subsidiaries or other Affiliates Affiliates, in order to (i) waive obtain any consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity and/or any SRO in order to consummate the Merger or any of the conditions set forth in Article VIII as they apply other transactions contemplated by this Agreement or otherwise, to such Partyagree to, (ii) take, effect and neither the Company nor any of its Subsidiaries or Affiliates shall agree to without Parent’s prior written consent, any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing conditions, remedies or is effective on or after the Closing or (iii) takerequirements that, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed toaggregate, would reasonably be expected to have a material adverse effect on materially and adversely limit or restrict the business, operations, financial condition Company’s business as currently conducted or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected currently contemplated to be receivedconducted following the Merger (a “Burdensome Condition”); provided, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubthowever, that Parent can compel the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating take any Regulatory Remedyof the actions referred to above (or agree to take such actions) if such actions are only effective after the Effective Time.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2), the Company Crown and Parent King shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings (including by filing no later than 10 ten (10) Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing and delivering any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company Crown and Parent King shall jointly develop and consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, or submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy StatementProxy/Prospectus and the Registration Statement). Neither the Company Crown nor Parent King shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company Crown and Parent King and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company Crown and Parent King shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent King nor the Company Crown shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of Crown and King agree to take or cause to be taken the Company and Parent agree tofollowing actions: (i) promptly make an appropriate response subject to any request by a applicable Law, the prompt provision to each and every federal, state, local or foreign court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable Antitrust Law for (each, a “Governmental Antitrust Entity”) of non-privileged information and documents requested by any Governmental Antitrust Entity or documentary material with respect that are necessary, proper or advisable to permit consummation of the TransactionTransactions; (ii) promptly the prompt use of its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein including (I) defending the defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity (including any Governmental Antitrust Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit ParentKing’s or its Subsidiaries’ freedom of action or operation operations with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of Crown or King or either of their respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto or to such restrictions or actions) (such sale, lease, license license, defense through litigation, divestiture, disposal and holding separate or other action described in clause clauses (I) or (II), a “Regulatory Remedy”)) if such Regulatory Remedy should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein. Nothing in this Section 7.5(d) shall require either King or Crown to effectuate or agree to effectuate any Regulatory Remedy unless such Regulatory Remedy is conditioned upon the Closing. (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company Crown or Parent King or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent Crown and its Subsidiaries, taken as a whole, or King and its Subsidiaries, taken as a whole, in each case, from and after giving effect to the Transactions Effective Time (including the Mergersa “Burdensome Effect”), it being understood that, that for purposes of clause (iii), ) any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company Crown and Parent King shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)6.2, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing (i) no later than 10 ten Business Days after the date of this Agreement the notification and report form required under the HSR Act)Act and (ii) the notices, obtaining reports and other filings necessary to obtain the Requisite Gaming Approvals) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. Notwithstanding the foregoing or anything to the contrary in this Agreement, executing and delivering in no event shall either the Company or Parent or any additional instruments necessary of their respective Affiliates be required to consummate the Transactions and refraining from taking pay any action that would reasonably be expected consideration to impedeany third parties or give anything of value to obtain any such Person’s authorization, interfere withapproval, prevent consent or materially delay the consummation of waiver to effectuate the Transactions, other than filing, recordation or similar fees. (b) The Company and Subject to applicable Law relating to the exchange of information, Parent shall jointly develop have right to (or where deemed necessary by Parent, the Parties shall use commercially reasonably efforts to jointly) direct all matters with any Governmental Entity in connection with the Transactions, provided that Parent and the Company shall have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither Disclosure Document).Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference meeting with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereinthereat. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the The Company and Parent and their respective its Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent consents, registrations, approvals, permits, expirations of waiting periods or authorizations from any Governmental Entity in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, Transactions without the prior written consent of the other PartyParent (which consent, subject to this Section 6.6, may be withheld in Parent’s sole discretion). In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable, subject to the other terms and conditions set forth in this Agreement. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.56.6, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e6.6(d), each of the Company and Parent agree to: (i) to promptly make an appropriate response provide or cause to any request by a be provided to each and every federal, state, local or foreign court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable Antitrust Law for (each, a “Governmental Antitrust Entity”) of non-privileged information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove documents requested by any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, Governmental Antitrust Entity or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if are necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible Transactions. (d) Notwithstanding anything in this Agreement (including this Section 6.6) to that contemplated herein (I) defending through litigation (excluding the contrary, Parent shall, and shall cause its Subsidiaries to, take any appeals) on and all actions required to obtain all required approvals under the merits of HSR Act, other applicable Antitrust Laws and any claim asserted in any courtother Company Approval or Parent Approval, agency and consent to, or other Proceeding by any person offer or entity seeking to delayagree to, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and take any action with respect to, any requirement, condition, limitation, Contract or Governmental Order to (IIi)(A) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, transfer, dispose of, divest or otherwise dispose ofEncumber, or hold separate pending any such dispositionaction, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other Encumbrance, or holding separate, before or after the Gulf Effective Time, of any assets, licenses, operations, rights, product lines, licenses, businesses or interests interest therein of Parent, the Company or Parent the Gulf Surviving Corporation (or any of their respective Subsidiaries), and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (yii) agreeing take or agree to take any other action or agree or consent to any limitations or restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ on freedom of action or operation actions with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businessesmake changes in, any such assets, licenses, operations, rights, product lines lines, businesses or assets interest therein of Parent, the Company or the Gulf Surviving Corporation (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations any of their respective Subsidiaries); (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II)any of the foregoing, a “Regulatory RemedyRemedy Action”). ; provided, however, that notwithstanding the foregoing, (ex) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 6.6 nor the “reasonable best efforts” standard herein shall require, or be construed to require, require Parent or the Company or Parent or any of their respective Subsidiaries or other Affiliates Affiliates, in order to (i) waive obtain any of the conditions set forth in Article VIII as they apply Company Approvals, Parent Approvals or otherwise, to such Party, (ii) take, effect take or agree to any Regulatory Remedy described in clause take (II) above unless such Regulatory Remedy is conditioned upon and, without the occurrence prior written consent of Parent, none of the Closing or is effective on or after the Closing or (iii) take, effect Company nor any of its Subsidiaries will take or agree to take) any Regulatory action (including any Remedy that Action) that, individually or in the aggregate with all other actions (including any Remedy Actions) pursuant to this Section 6.6 would or would reasonably be expected to result in or be a Burdensome Condition and (y) Parent can compel the Company to take any Remedy Actions (or agree to take such actions) if such actions are only effective after the Gulf Effective Time. For the purposes of this Agreement, “Burdensome Condition” means the executing or carrying out, consenting to or to offer to or to agree to, or otherwise take any action (including any Remedy Action) with respect to, any requirement, condition, limitation, understanding, agreement (including consent decrees and undertakings) in respect of, in anticipation of or pursuant to any action contemplated by this Section 6.6 that, individually or in the aggregate with all other Regulatory Remedy such actions pursuant to be taken, effected or agreed tothis Section 6.6, would reasonably be expected to have result in a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationCompany Material Adverse Effect. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon In addition to and without limiting the terms rights and obligations set forth in Section 7.1, Section 7.5, Section 7.7 and Section 7.8, and subject to the other terms and conditions set forth in of this Agreement Section 7.6) (including Section 7.27.6(d), ) the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 actions necessary or advisable on its part under this Agreement and applicable Law Laws to cause consummate the conditions to Closing to be satisfied transactions contemplated by this Agreement as promptly as reasonably practicable and advisable (after the date of this Agreement and in any event no later than prior to the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing delivering or submitting documentation to (i) effect the expirations of all statutory waiting periods under applicable Antitrust Law, and, if applicable, any contractual waiting periods under any timing agreements with a Governmental Entity applicable to the consummation of the transactions contemplated by this Agreement, as promptly as reasonably practicable and advisable (ii) make with and obtain from, any Governmental Entity all documentation to effect all necessary filings, notices, reports reports, consents, registrations, approvals, permits and other Filings authorizations, in each case, necessary or advisable in order to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. (including b) In furtherance of the provisions of Section 7.6(a), each of the Company and Parent, as applicable, shall (and shall cause their respective Subsidiaries to): (i) prepare and file, with respect to the transactions contemplated by this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than 10 ten (10) Business Days after the date of this Agreement Agreement, and make, deliver or submit, as applicable, all other initial filings, notices, and reports (or where applicable, drafts thereof) with respect to the notification and report form required under the HSR Act)Regulatory Approvals, obtaining in each case as promptly as reasonably practicable (and taking into account any shut-downs or similar measures implemented by Governmental Entities in response to COVID-19) but in any event no later than thirty (30) Business Days after the Outside Datedate of this Agreement, and in connection therewith, request early termination of the statutory waiting period under the HSR Act, and to the extent applicable, under the applicable Laws with respect to all other Regulatory Approvals, and provide each other with final copies of any such filings and requests; (ii) provide or cause to be provided to each Governmental Entity any non-privileged information and documents requested by any Governmental Entity or that are necessary or advisable to permit consummation of the transactions contemplated by this Agreement as promptly as practicable following any such request or otherwise following the date hereof, and each shall provide each other with copies of any such information and documents; and (iii) contest or defend through litigation any actual, anticipated or threatened Order, lawsuit or other legal proceedings, whether judicial or administrative, challenging this Agreement or seeking to enjoin, restrain, prevent, prohibit, or make illegal the consummation of the transactions contemplated by this Agreement, including using reasonable best efforts to have any adverse decision, stay or temporary restraining order entered by any court or other Governmental Entity vacated, lifted or reversed. (c) In furtherance of and without limiting the provisions of Section 7.6(a), Parent shall, and shall cause its respective Subsidiaries, in order to avoid or eliminate each and every impediment under any applicable Law, to obtain from any Governmental Entity all actions or nonactionsfilings, waiversnotices, reports, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) authorizations, in each case, necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactionstransactions contemplated by this Agreement, executing including the Regulatory Approvals, or to avoid any actual, anticipated, or threatened Order, lawsuit or other legal proceedings brought by any Governmental Entity, whether judicial or administrative, challenging this Agreement or seeking to enjoin, restrain, prevent, prohibit, or make illegal the consummation of the transactions contemplated by this Agreement, and delivering to permit the Closing to occur as promptly as reasonably practicable and in any additional instruments event prior to the Outside Date: (i) propose, negotiate, commit to, effect and agree to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate, and other disposition of the businesses, assets, properties, product lines, and equity or other business interests, of the Company, Parent, and their respective Subsidiaries, and take all actions necessary or appropriate in furtherance of the foregoing; (ii) create, amend, terminate, unwind, divest or assign, subcontract or otherwise secure substitute parties for relationships, ventures, and contractual or commercial rights or obligations of the Company, Parent, and their respective Subsidiaries; and (iii) take or commit to consummate the Transactions and refraining from taking take any action that would reasonably be expected limit or otherwise restrict Parent’s, the Company’s or any of their respective Subsidiaries’ freedom of action, including with respect to, or that would effect changes to impedethe conduct of business of, interfere withany businesses, prevent assets, properties, product lines, and equity or materially delay the consummation other business interests, relationships, ventures or contractual rights and obligations of the Transactions. (b) The Company and Parent shall jointly develop and consult and cooperate in all respects with one anotherCompany, and consider in good faith the views of one anotherParent, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, or submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereofSubsidiaries. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject Notwithstanding anything to the conditions contrary set forth in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to in no event shall (A) avoid Parent or any of its Subsidiaries be required to propose, negotiate, commit to, effect or otherwise agree to any action as set forth in Section 7.6(c) (x) prior to such time as it becomes reasonably apparent, taking into account all communications with relevant Governmental Entities and the entry ofParties’ obligations pursuant to Section 7.6(e), and (B) resist, vacate, modify, reverse, suspendthat such action is reasonably necessary to avoid, prevent, eliminate or remove any actualOrder, anticipated or threatened temporary, preliminary or permanent injunction lawsuit or other orderlegal proceedings brought by any Governmental Entity, decreewhether judicial or administrative, decisionchallenging this Agreement or seeking to enjoin, determination or judgment entered or issuedrestrain, prevent, prohibit, or that becomes reasonably foreseeable make illegal the consummation of the transactions contemplated by this Agreement or to be entered eliminate any impediment or issuedobjection of any Governmental Entity, in any Proceeding or inquiry of any kind, in the each case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful delay the consummation of the Transactionstransactions contemplated by this Agreement until after, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions transactions contemplated by this Agreement prior to, June 1, 2022 and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or that, when taken together with all other actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such PartySection 7.6(c) so proposed, (ii) takenegotiated, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be takencommitted to, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent Company and its Subsidiaries, taken as a whole, after giving effect to the Transactions or Parent and its Subsidiaries (including the MergersCompany and its Subsidiaries), it being understood that, taken as a whole (assuming for purposes of clause such analysis that Parent and its Subsidiaries (iiiincluding the Company and its Subsidiaries), taken as a whole, were the same size as the Company and its Subsidiaries, taken as a whole) (any proceeds receivedsuch action(s), a “Burdensome Condition”), (B) any Party or any of their respective Subsidiaries be required to take or agree to take any action set forth in Section 7.6(c) that is not conditioned upon the consummation of the transactions contemplated by this Agreement, or expected (C) the Company or any of its Subsidiaries agree with any Governmental Entity to be receivedtake any action set forth in Section 7.6(c) without the prior written consent of Parent; and (ii) Parent and the Company shall not, from effecting a Regulatory Remedy and shall cause their respective Subsidiaries not to, (A) agree to stay, toll or extend the waiting period under the HSR Act, (B) withdraw any Notification and Report Form pursuant to the HSR Act or other filing or notice pursuant to any other applicable Laws or (C) enter into any timing or similar agreements with any Governmental Entity to delay, or otherwise not to consummate as soon as reasonably practicable, the transactions contemplated by this Agreement, in each case without the prior written consent of the Company or Parent, as applicable, which consent shall not be taken into consideration in making such determination. (f) unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Company and Parent it shall use reasonable best efforts not be unreasonable to cooperate with each other and work in good faith in formulating withhold such consent if any Regulatory Remedysuch action or agreement would cause Closing to occur later than June 1, 2022.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2), the Company Versum and Parent Entegris shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings (including by filing no later than 10 fifteen (15) Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing and delivering any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company Versum and Parent Entegris shall jointly develop and consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, or submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy StatementProxy/Prospectus and the Registration StatementProspectus). Neither the Company Versum nor Parent Entegris shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Affiliates and Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company Versum and Parent Entegris and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company Versum and Parent Entegris shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent Entegris nor the Company Versum shall, and each of them shall cause their respective Subsidiaries Affiliates not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of Versum and Entegris agree to take or cause to be taken the Company and Parent agree tofollowing actions: (i) promptly make an appropriate response subject to any request by a applicable Law, the prompt provision to each and every federal, state, local or foreign court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable Antitrust Law for (each, a “Governmental Antitrust Entity”) of non-privileged information and documents requested by any Governmental Antitrust Entity or documentary material with respect that are necessary, proper or advisable to permit consummation of the TransactionTransactions; (ii) promptly the prompt use of its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein including (I) defending the defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity (including any Governmental Antitrust Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parentthe Combined Company’s or its Subsidiaries’ or Affiliates’ freedom of action or operation operations with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of Versum or Entegris or either of their respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto or to such restrictions or actions) (such sale, lease, license license, defense through litigation, divestiture, disposal and holding separate or other action described in clause clauses (I) or (II), a “Regulatory Remedy”)) if such Regulatory Remedy should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein. Nothing in this Section 8.6(d) shall require either Entegris or Versum to effectuate or agree to effectuate any Regulatory Remedy unless such Regulatory Remedy is conditioned upon the Closing. (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company Versum or Parent Entegris or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent Versum and its Subsidiaries, taken as a whole, Entegris and its Subsidiaries, taken as a whole, or the Combined Company and its Subsidiaries, taken as a whole, in each case, from and after giving effect to the Transactions Effective Time (including the Mergersa “Burdensome Effect”), it being understood that, that for purposes of clause (iii), ) any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company Versum and Parent Entegris shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company New Holdco, Linde and Parent Praxair shall cooperate with each other and use (and shall (i) cause their respective Subsidiaries to use and (ii) use their respective reasonable best efforts to cause their respective Listed Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions Offer, the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable 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 filings and report form required under the HSR Act), obtaining to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity in order to consummate the TransactionsOffer, executing and delivering the Merger or any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactionsother transactions contemplated by this Agreement. (b) The Company Subject to applicable Laws relating to the exchange of information, Linde and Parent Praxair shall jointly develop and have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, the form and content contents of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or and/or any Governmental Entity in connection with the Transactions Offer, the Merger and the other transactions contemplated by this Agreement (including the Proxy Statement/Offer Documents, the Admission Prospectus and the Registration Statementany Alternative Admission Document), and such filings and submissions shall be prepared and submitted jointly where reasonably practicable. Neither the Company Linde nor Parent Praxair shall permit any of its officers or any other Representatives or agents to participate in any substantive meeting, meeting or telephone call or conference with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, transactions contemplated hereby unless it consults with the other Party party in advance and, to the extent permitted by such Governmental Entity, gives the other Party party the opportunity to attend and participate thereinin such meeting or telephone call. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, Praxair and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representativesits Subsidiaries, on the one hand, and any such Governmental Entity or Linde and its respective staff Subsidiaries, on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, Settlement Actions without the prior written consent of the other PartyLinde and Praxair, as applicable, which consent shall not be unreasonably conditioned, withheld or delayed. In exercising the foregoing rights, each of the Company Linde and Parent Praxair shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.56.4, but on subject to the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e6.4(d), each of Linde and Praxair agrees to take or cause to be taken the Company and Parent agree tofollowing actions: (i) promptly make an appropriate response the prompt provision to any request by a each and every federal, state, local or foreign court or Governmental Entity pursuant with jurisdiction over enforcement of any applicable antitrust or competition Laws (such Laws, “Antitrust Laws”, and any such Governmental Entity, a “Governmental Antitrust Entity”) of non-privileged information, data and documents requested by any Governmental Antitrust Entity or that are necessary, proper or advisable to Antitrust Law for information or documentary material with respect to permit consummation of the Transactiontransactions contemplated by this Agreement; (ii) promptly the prompt notification of each party (and the provision of copies or, in the case of non-written communications, details) of any communications relating to the transactions contemplated by this Agreement to, with or from any Governmental Antitrust Entity, where permitted by the relevant Governmental Antitrust Entity; (iii) the prompt use of its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove remove, any actual, anticipated or threatened temporarypermanent, preliminary or permanent temporary injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to materially delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the TransactionsOffer, includingthe Merger or the other transactions contemplated by this Agreement; (iv) the regular joint review of the progress of the satisfaction of the Regulatory Condition and alignment on the strategy in relation to such condition on an ongoing basis; and (v) the prompt provision to the other party of any information or assistance reasonably required for the receiving party to evaluate or offer any Settlement Actions. (d) Without limiting any of its other obligations hereunder, each of New Holdco, Linde and Praxair shall, and shall cause its Subsidiaries (and shall use their respective reasonable best efforts to cause their respective Listed Subsidiaries) to, take all such further action as may be necessary to resolve such objections, if necessaryany, proper as the Governmental Antitrust Entity of any nation or advisable other jurisdiction (including multinational or supranational) may assert under applicable Antitrust Law with respect to the transactions contemplated hereby, and to avoid or eliminate, and minimize the impact of, each and every impediment under any Antitrust Law that may be asserted by any Governmental Antitrust Entity with respect to the transactions contemplated by this Agreement, in each case so as to permit enable the consummation transactions contemplated hereby to occur as promptly as practicable, and in no event later than the Longstop Date. In furtherance thereof, each of the Transactions on a schedule as close as possible New Holdco, Linde and Praxair shall, and shall cause its Subsidiaries (and shall use their respective reasonable best efforts to that contemplated herein cause their respective Listed Subsidiaries) to, propose, negotiate and offer to commit and effect (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any courtand if such offer is accepted, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing commit to and agreeing to selleffect), by agreement, consent decree, hold separate order, trust or otherwise, (i) the sale, divestiture, lease, license, divest license or otherwise dispose of, or hold separate pending other disposition of such disposition, assets, operationsbusinesses, rightsservices, products, product lines, licenses, businesses licenses or other operations or interests therein of the Company New Holdco, Linde or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, Praxair (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (iListed Subsidiaries, as applicable) waive any of the conditions set forth in Article VIII as they apply to such Party, or (ii) takebehavioral limitations, effect conduct restrictions or agree commitments with respect to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing assets, businesses, services, products, product lines, licenses or is effective on other operations or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.interests therein of

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in of this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries Subsidiaries, and with respect to Parent, the Equity Financing Source and its other Affiliates, to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including (i) by filing no later than 10 ten (10) Business Days after the date of this Agreement Agreement, the notification and report form required under the HSR Act), obtaining and (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 (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. Nothing in this Agreement shall require or be construed to require the Company or its Subsidiaries to proffer to, executing and delivering or agree to, incur any additional instruments necessary liabilities or any sale, divestiture, license, disposition or holding separate of, or any termination, prohibition, limitation, restriction or other action with respect to consummate the Transactions and refraining from taking any action that would reasonably be expected to impedeexisting relationships, interfere withcontracts, prevent assets, product lines or materially delay the consummation businesses or interests therein of the TransactionsCompany or any of its Subsidiaries unless the effectiveness of such action is conditioned upon the Closing. (b) The Subject to applicable Law relating to the exchange of information, Parent and the Company and Parent shall jointly develop and have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with, all of the information relating to Parent or the Company, as applicable, and any of their respective Subsidiaries, and with the form and content of respect to Parent, its other Affiliates, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any meeting or substantive meeting, correspondence or telephone call or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted unless prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate thereinthereat. Each of Notwithstanding the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential foregoing or proprietary information not directly related anything to the Transactionscontrary in this Agreement, Parent shall be primarily responsible for directing the process by which the parties seek to avoid or eliminate impediments under any applicable antitrust or competition Laws in the United States and shall take the lead in and control all discussions, negotiations and other communications with Governmental Antitrust Entities, subject to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection good faith consultations with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other PartyCompany. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) applicable Laws and the instructions of such Party’s Disclosure Letterany Governmental Entity, neither Parent nor the Company shall, and Parent each shall keep the other apprised of them shall cause their respective Subsidiaries not to, take any actionthe status of matters relating to completion of the Merger, including acquiring any assetpromptly furnishing the other with copies of notices or other communications received by Parent or the Company, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchaseas the case may be, or otherwise)any of its Subsidiaries, in each case, that could reasonably be expected from any third party and/or any Governmental Entity with respect to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereofMerger and the other Transactions. (d) Without limiting the generality of the undertakings pursuant to this Section 7.57.6, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company (in the case of clause (i) below) and Parent (in the case of clauses (i), (ii) and (iii) below) agree toto take or cause to be taken the following actions: (i) promptly make an appropriate response provide to any request by a each and every federal, state, local or foreign court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable Antitrust Law for (each, a “Governmental Antitrust Entity”) of non-privileged information and documents requested by any Governmental Antitrust Entity or documentary material with respect that are necessary, proper or advisable to permit consummation of the TransactionTransactions; (ii) promptly use its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit including the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity Person seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to the proffer and agreeing agreement by Parent of its willingness to sell, lease, license, divest license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company Company, Parent, either of their respective Subsidiaries or, with respect to Parent, its other Affiliates (and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto) if such action should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions as promptly as practicable (it being understood that, no such action will be binding on the Company, Parent or any of their respective SubsidiariesAffiliates unless it is contingent upon the occurrence of the Closing); and (iii) promptly use its reasonable best efforts to take, and promptly effecting such salein the event that any permanent, leasepreliminary or temporary injunction, licensedecision, divestitureorder, disposal judgment, determination, decree or holding separateLaw is entered, (y) agreeing to restrictions issued or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect toenacted, or its ability becomes reasonably foreseeable to retainbe entered, one issued or more enacted, in any Proceeding, review or inquiry of its any kind that would make consummation of the Merger or its Subsidiaries’ businessesthe other Transactions in accordance with the terms of this Agreement unlawful or that would delay, product lines restrain, prevent, enjoin or assets otherwise prohibit consummation of the Merger or the other Transactions, any and all steps (zincluding, without limitation, the appeal thereof, the posting of a bond or the taking of the other steps contemplated hereby) agreeing as may be necessary or appropriate to enter intoresist, modify vacate, modify, reverse, suspend, prevent, eliminate, avoid or terminate existing contractual relationshipsremove such actual, contractual rights anticipated or contractual obligations (threatened injunction, decision, order, judgment, determination, decree or enactment so as to permit such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), consummation on a “Regulatory Remedy”)schedule as close as possible to that contemplated by this Agreement. (e) Notwithstanding anything in Without limiting the generality of the undertakings pursuant to this Section 7.5 7.6, but on the terms and subject to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Partythis Agreement, each of the Company (in the case of clause (i) below) and Parent (in the case of clauses (i), (ii) take), effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or and (iv) below) agree to any Regulatory Remedy that individually take or in the aggregate with any other Regulatory Remedy cause to be takentaken the following actions: (i) promptly provide to BaFin and the FFSA all information and documents as required by applicable Laws, effected or agreed toas requested by BaFin or the German Federal Reserve (Bundesbank) or the FFSA or that are necessary, would reasonably be expected proper or advisable in regards to have a material adverse effect on the business, operations, financial condition or results regulatory status of operations of Parent the Company and its Subsidiaries, taken as all of which information shall be accurate, complete and in compliance with applicable Law; (ii) file promptly and within the deadlines set by applicable Laws, and in any event substantially simultaneous with the execution of this Agreement, a whole, after giving effect notification of intent to purchase an indirect significant stake in InterCard AG pursuant to Section 14 para. 1 of the Transactions German Payment Services Act (including Zahlungsdiensteaufsichtsgesetz) in connection with Section 2c of the MergersGerman Banking Act (Kreditwesengesetz) with BaFin and the German Federal Reserve (Bundesbank), it being understood that, for purposes of clause ; (iii) file promptly and within the deadlines set by applicable Laws, a notification of intent to purchase an indirect significant stake in Verifone Finland Oy pursuant to Section 21c of the Finnish Act on Payment Institutions (Maksulaitoslaki), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination.; and (fiv) For the avoidance of doubtother than as would result in a Burdensome Condition, the Company and Parent shall use reasonable best efforts to cooperate with take any and all steps necessary to avoid or eliminate each and every impediment under any Law relating to any consent, approval, no-action letter or authorization by BaFin and/or the FFSA to enable the parties hereto to consummate the Merger and the other Transactions as promptly as practicable, and work in any event prior to the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate arrangements or orders, or otherwise, the sale, divestiture, license or other disposition of such of its and their assets, properties or businesses or of the assets, properties or businesses to be acquired by Parent pursuant hereto, and entering into such other arrangements, as are necessary in order to avoid or eliminate each and every impediment under any Law relating to any consent, approval, no-action letter or authorization by BaFin and/or the FFSA to enable the parties hereto to consummate the Merger and the other Transactions and 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 suit or Proceeding that would otherwise have the effect of materially delaying or preventing the consummation of the Merger and the other Transactions; provided, that any such sale, divestiture, license or other disposition referred to above may be conditioned upon any necessary consent, approval or authorization by BaFin and/or the FFSA of consummation of the Merger and the other Transactions or confirmation that such sale, divestiture, license or other disposition renders BaFin and/or FFSA approval unnecessary; provided further that, in the event (A) Parent fails in a timely manner to take any actions required to be taken under this Section 7.6(e)(iv) to avoid or eliminate each and every impediment under any Law relating to any consent, approval, no-action letter or authorization by BaFin and/or the FFSA to enable the parties hereto to consummate the Merger and the other Transactions, or (B) the Company shall determine in good faith that it would be most expeditious to avoid or eliminate each and every such impediment for the Company, rather than the Parent, to take action, the Company may, notwithstanding anything to the contrary contained in formulating Section 7.1 or elsewhere in this Agreement, take any and all such actions described in this Section 7.6(e)(iv) to avoid or eliminate any such impediment to enable the Parties to consummate the Merger and the other Transactions so long as such actions shall not result in a Burdensome Condition; provided further that, beginning the earlier of (i) fifteen (15) days following the receipt of all Requisite Regulatory RemedyApprovals other than the approval of the FFSA and (ii) the sixtieth (60th) day prior to the date that would otherwise be the Outside Date (after giving effect to two (2) extensions thereof pursuant to Section 9.2(a)), the steps required or permitted to be taken under this Section 7.6(e) to obtain the approval of the FFSA may result in a Burdensome Condition. (v) Notwithstanding anything to the contrary contained in this Section 7.6, Parent shall not be obligated to share any confidential or personally identifiable information with the Company in connection with any filing made under this Section 7.6(e), including by virtue of the Company attending any meeting or phone call with BaFin or FFSA, provided that such information may be shared with Xxxxxxxx & Xxxxxxxx LLP as the Company’s legal advisor, one German counsel appointed by the Company (in the case of the BaFin filing) and one Finnish counsel appointed by the Company (in the case of the FFSA filing), in all circumstances for attorneys’ eyes only and not to be shared with the Company or any of its Subsidiaries. Further, the Company or such counsel shall be afforded prior review of materials to be submitted, or given the opportunity to participate in calls or meetings with BaFin and FFSA, only to the extent practicable; provided that Parent will provide such materials, or a summary of the content of such calls or meetings, to the Company or such counsel as soon as practicable.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 ten (10) Business Days after the date of this Agreement the Execution Date any notification and report form required under the HSR Act), obtaining ) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits clearances, Permits and authorizations (“Consents”) necessary necessary, proper or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. If applicable, executing the Company and delivering 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 additional instruments necessary decision as to whether to grant early termination is in the sole discretion of the FTC), 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 and refraining from taking any action that would reasonably be expected to impedeTransactions, interfere with, prevent or materially delay except with the consummation 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 be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Notwithstanding anything to the contrary contained herein, no action taken by the Company or Parent under this Section 7.5 will constitute a breach of Section 5.1 or Section 6.1, respectively. (b) The Parent and the Company shall each have the right to review in advance, and Parent shall jointly develop and to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity (including, but not limited to, the FTC, the SEC and NASDAQ) in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call meeting or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance andadvance, and to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partythereat. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. The Parent shall be responsible for the payment of all filing fees pursuant to the HSR Act and any other Antitrust Laws, if applicable, in connection with the Transactions. (c) Subject For the avoidance of doubt and notwithstanding anything to Section 7.1(b) of such Party’s Disclosure Letterthe contrary contained in this Agreement, neither and without limiting the foregoing, Parent nor the Company shall, and each of them shall cause their respective its Subsidiaries not and Affiliates to, take any actionand all steps necessary that are within its control to eliminate each and every impediment under the HSR Act or any other Antitrust Law, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each caseif applicable, that could reasonably be expected is asserted by any Governmental Entity or any other Person so as to materially impairenable the Parties to consummate the Transactions as soon as possible, materially adversely affect or materially delay obtaining and in any Consent or making any Filing contemplated by this Section 7.5 or event prior to the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5Outside Date, including, but on the terms and subject to the conditions set forth in this Agreementnot limited to, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response commencing or threatening to commence, and vigorously contesting, resisting and defending against, any request Proceeding, whether judicial or administrative, by a or before any Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; other Person, (ii) promptly use its reasonable best efforts seeking to (A) avoid the entry ofhave vacated, and (B) resistlifted, vacatereversed or overturned any stay or Governmental Order, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened whether temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B)permanent, that would reasonably be expected to delayis in effect and that prevents restricts, restrain, prevent, enjoin interferes with or otherwise prohibit or make unlawful delays the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (xiii) proposing, negotiating, committing to and agreeing to selleffecting by consent decree, lease, license, divest or otherwise dispose of, or hold separate pending such dispositionorder or otherwise, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal licensing or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom disposition of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or any assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, businesses of the Company or Parent or any of their respective Subsidiaries or other Affiliates Affiliates, (iv) taking or committing to (i) waive take actions that limit the freedom of action of any of the conditions set forth Company or Parent or any of their respective Subsidiaries or Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in Article VIII as they apply to such Partyrespect of, any of the businesses, product lines or assets of the Company or Parent or any of their respective Subsidiaries or Affiliates, (iiv) takegranting any financial, effect legal or agree other accommodation to any Regulatory Remedy Person and (vi) proposing, negotiating, committing to and effecting any other condition, commitment or remedy of any kind; provided, however, that Parent shall not, and shall cause its Subsidiaries and Affiliates not to, take any action described in clause subsections (IIiii), (iv), (v) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iiivi) takeof this Section 7.5(c) that relates to, effect or agree to involves, impacts, burdens or restricts, the Company or its Subsidiaries or Affiliates, or any Regulatory Remedy that individually of their respective assets, businesses or in product lines, without the aggregate with any other Regulatory Remedy Company’s prior written consent (not to be takenunreasonably withheld, effected conditioned or agreed todelayed). Parent and Merger Sub shall not take any action, including agreeing to or consummating any merger, acquisition or other transaction, that would reasonably be expected to have a material adverse effect on prevent, restrict or delay (A) the businessreceipt of any consent, operationsregistration, financial condition approval, clearance, permit or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to authorization from any Governmental Entity or any other Person in connection with the Transactions or (including B) the Mergers), it being understood that, for purposes consummation of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationthe Transactions. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in of this Agreement (including Section 7.2)Agreement, each of the Company Partnership and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective its 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 Business Days after any required or recommended filings under applicable Antitrust Laws or the date of this Agreement the notification and report form required under the HSR ActDPA), (ii) obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing and delivering (iii) avoiding or eliminating each and every impediment under any additional instruments necessary to consummate Antitrust Law or the Transactions and refraining from taking any action DPA that would reasonably may be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company and Parent shall jointly develop and consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, or submitted to, any third party or asserted by any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactionstransactions contemplated hereby, in each case, without so as to enable the prior written consent of the other Party. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and Closing to occur as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letterpracticable and in any event no later than the Outside Date; provided, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each casehowever, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth nothing in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to Agreement will require any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts Party to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more part of its or its Subsidiaries’ businesses, product lines operations or assets (or a combination thereof) or (zB) agreeing restrict the manner in which it or any of its respective Subsidiaries may carry on business in any part of the world. (b) In furtherance and not in limitation of the foregoing, each Party (including by their respective Subsidiaries) agrees to enter intomake 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 15 Business Days after the date of this Agreement (unless a later date is mutually agreed to by the parties hereto) and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take, modify or terminate existing contractual relationships, contractual rights or contractual obligations cause to be taken (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (IIincluding by their respective Subsidiaries), a “Regulatory Remedy”all other actions consistent with this Section 7.3 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act and to obtain approvals or consents under any other applicable Antitrust Laws as soon as practicable (and in any event no later than the Outside Date). (ec) Notwithstanding anything Each Party further agrees to cooperate regarding the preparation and filing as promptly as practicable and in this Section 7.5 any event prior to January 1, 2021 (unless a later date is mutually agreed to by the contraryparties hereto) of a joint declaration to CFIUS in connection with the transactions contemplated hereby pursuant to 31 C.F.R. § 800.402 (“CFIUS Declaration”). In the event that the CFIUS Approval is not received at the end of the 30-Day assessment period for the CFIUS Declaration, neither this Section 7.5 nor and CFIUS requests that the Parties file a notice regarding the transactions contemplated hereby in accordance with 31 C.F.R. part 800, subpart E (“reasonable best efforts” standard herein shall require, or be construed to requireCFIUS Notice”), the Company or Parent or any Parties agree to cooperate regarding the preparation and submission of a CFIUS Notice in connection with the transactions contemplated hereunder within 30 days of the end of the conclusion of the 30-day CFIUS Declaration assessment period. (d) Each of the Parties shall use (and shall cause their respective Subsidiaries or other Affiliates to use) its reasonable best efforts to (i) waive cooperate in all respects with each other in connection with any of filing or submission with a Governmental Entity in connection with the conditions set forth transactions contemplated hereby, including by providing the other parties a reasonable opportunity to review and comment thereon, and in Article VIII as they apply connection with any investigation or other inquiry by or before a Governmental Entity relating to such Partythe transactions contemplated hereby, including any proceeding initiated by a private Person, (ii) takepromptly inform the other party of (and supply to the other party) any communication received by such party from, effect or agree to any Regulatory Remedy described in clause (II) above unless given by such Regulatory Remedy is conditioned upon party to, CFIUS, the occurrence Federal Trade Commission, the Antitrust Division of the Closing Department of Justice, or is effective on any other Governmental Entity and any material communication received or after given in connection with any proceeding by a private Person, in each case regarding any of the Closing or transactions contemplated hereby, (iii) take, effect or agree permit the other party to review in advance and incorporate the other party’s reasonable comments in any communication to be given by it to any Regulatory Remedy that individually Governmental Entity with respect to obtaining any clearances required under the DPA or any Antitrust Law in connection with the aggregate transactions contemplated hereby and (iv) consult with the other party in advance of any meeting or teleconference with any Governmental Entity or, in connection with any proceeding by a private Person, with any other Regulatory Remedy to be takenPerson, effected or agreed toand, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including extent not prohibited by the Mergers)Governmental Entity or other Person, it being understood that, for purposes of clause (iii), any proceeds received, or expected give the other party the opportunity to be received, from effecting a Regulatory Remedy attend and participate in such meetings and teleconferences. Subject to Section 7.3(b) the Parties shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and Parent shall use take reasonable best efforts to cooperate with each share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other and work privilege pursuant to this Section 7.3 in good faith in formulating any Regulatory Remedya manner so as to preserve the applicable privilege.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent TSIA shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periodsapprovals, approvalsclearances, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. The Company and TSIA (A) shall each request early termination of all applicable waiting periods under the HSR Act with respect to the Transactions and (B) shall not, executing and delivering shall cause their Subsidiaries and Affiliates not to, extend any additional instruments necessary 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 and refraining from taking any action that would reasonably be expected to impedeTransactions, interfere with, prevent or materially delay except with the consummation prior written consent of the other Party. Notwithstanding the foregoing or anything to the contrary in this Agreement, but 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 be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Notwithstanding anything to the contrary contained herein, no action taken by the Company or TSIA under this Section 7.4 will constitute a breach of Section 5.1 or Section 6.1, respectively. (b) The TSIA and the Company and Parent shall jointly develop and each have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to TSIA or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent TSIA shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call meeting or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partythereat. In exercising the foregoing rights, each of the Company and Parent TSIA shall act reasonably and as promptly as reasonably practicable. TSIA and the Company shall share equally in payment of all filing fees pursuant to the HSR Act and any other Antitrust Laws in connection with the Transactions. (c) Subject For the avoidance of doubt and notwithstanding anything to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shallcontrary contained in this Agreement, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without without limiting the generality of the undertakings pursuant foregoing, TSIA shall, and shall cause its Subsidiaries and Affiliates to, take any and all steps necessary to this Section 7.5eliminate each and every impediment under the HSR Act or any other Antitrust Law that is asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Transactions as soon as possible, and in any event prior to the Outside Date, including, but on the terms and subject to the conditions set forth in this Agreementnot limited to, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response commencing or threatening to commence, and vigorously contesting, resisting and defending against, any request Proceeding, whether judicial or administrative, by a or before any Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; other Person, (ii) promptly use its reasonable best efforts seeking to (A) avoid the entry ofhave vacated, and (B) resistlifted, vacatereversed or overturned any stay or Governmental Order, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened whether temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B)permanent, that would reasonably be expected to delayis in effect and that prevents restricts, restrain, prevent, enjoin interferes with or otherwise prohibit or make unlawful delays the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (xiii) proposing, negotiating, committing to and agreeing to selleffecting by consent decree, lease, license, divest or otherwise dispose of, or hold separate pending such dispositionorder or otherwise, assetsthe sale, operationsdivestiture, rights, product lines, licenses, licensing or disposition of any assets or businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent TSIA or any of their respective Subsidiaries or other Affiliates Affiliates, (iv) taking or committing to (i) waive take actions that limit the freedom of action of any of the conditions set forth Company or TSIA or any of their respective Subsidiaries or Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in Article VIII as they apply to such Partyrespect of, any of the businesses, product lines or assets of the Company or TSIA or any of their respective Subsidiaries or Affiliates, (iiv) takegranting any financial, effect legal or agree other accommodation to any Regulatory Remedy described in clause Person and (IIvi) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) takeproposing, effect or agree negotiating, committing to any Regulatory Remedy that individually or in the aggregate with and effecting any other Regulatory Remedy condition, commitment or remedy of any kind. TSIA and Merger Sub shall not take any action, including agreeing to be takenor consummating any merger, effected acquisition or agreed toother transaction, that would reasonably be expected to have a material adverse effect on prevent, restrict or delay (A) the businessreceipt of any consent, operationsregistration, financial condition approval, clearance, permit or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to authorization from any Governmental Entity or any other Person in connection with the Transactions or (including B) the Mergers), it being understood that, for purposes consummation of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationthe Transactions. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in of this Agreement (including Section 7.2)Agreement, the Company and Parent parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable best efforts to take take, or cause to be taken taken, all actions, and to do do, or cause to be done done, all things, reasonably necessary, proper or advisable on its their part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions Transaction as soon as reasonably practicable prior to the Outside Date, including (i) preparing and filing the notification and report form required under the HSR Act and, to the extent required, under foreign regulatory laws as promptly as reasonably practicable, including but in no case later than fifteen (15) Business Days after the date of this Agreement, and preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings, and (including by ii) causing the conditions precedent set forth in Article VIII to be satisfied. Notwithstanding the foregoing or anything to the contrary in this Agreement, in no event shall any party or any of their respective Affiliates be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transaction, other than filing, recordation or similar fees; provided, that Seller shall be solely responsible for and shall pay all filing no later than 10 Business Days after the date of this Agreement the notification and report form fees required under the HSR Act), obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing and delivering any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company and Parent shall jointly develop and consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, or submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives Subject to participate in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise applicable Law relating to the Transactions unlessexchange of information, each party shall have the right to review in advance and, to the extent reasonably practicable, it consults each will consult with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, on and consider in good faith the views of the other in connection with any such Filing or communication. Each with, all of the Parties shall promptly furnish the other with copies of all correspondenceinformation relating to such party, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one handas applicable, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to Subsidiaries, that appears in any actionsfiling made with, restrictions or conditions with respect to obtaining written materials submitted to, any Consent third party or any Governmental Authority in connection with the TransactionsTransaction. No party shall permit any of its officers or other representatives to participate in any meeting with any Governmental Authority in respect of any filings, and neither Party shall directly investigation or indirectly agree other inquiry relating to extend any applicable waiting period (including under the HSR Act) or enter into any agreement Transaction unless it consults with a each other party in advance and, to the extent permitted by such Governmental Entity related to this Agreement or the TransactionsAuthority, in each case, without the prior written consent of gives the other Partyparties the opportunity to attend and participate thereat. In exercising the foregoing rights, each of the Company and Parent party shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure LetterIf it is determined that any filings are required under any foreign regulatory laws, neither Parent nor the Company Purchaser shall, and each of them shall procure that its Affiliates shall, promptly take, or cause their respective Subsidiaries not toto be taken, take any all action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchaseand do, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable cause to be entered done all things necessary or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected advisable to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactionsobtain approval under foreign regulatory laws as soon as practicable, including, if necessary, proper or advisable so as but not limited to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing effecting terms, conditions, or measures required or acceptable to sellthe Governmental Authority; provided, leasehowever, that (i) Purchaser shall have no obligation to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order, agreement or otherwise, the sale, transfer, license, divest divestiture or otherwise dispose other disposition of, or hold separate pending such dispositionany prohibition or limitation on the ownership, assetsoperation, operationseffective control or exercise of full rights of ownership, rightsin any material respect, product linesof, licenses, businesses or interests therein any of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets of Purchaser or any of its Affiliates, (zB) agreeing to enter intoterminate existing, modify or terminate existing contractual create new, relationships, contractual rights or contractual obligations of Purchaser or its Affiliates, (such saleC) effect any other change or restructuring of Purchaser or its Affiliates, leaseor (D) otherwise take or commit to take any actions that interfere with Purchaser’s ability to control, license divestituremanage or exercise full rights of ownership over its Affiliates, disposal or limit the freedom of action of Purchaser or its Affiliates with respect to, or their ability to retain, or enjoy the rights and holding separate benefits of any assets or other action described in clause businesses, including, without limitation, the freedom to provide services to, or otherwise enter into, a commercial relationship with any Person (II(A)-(D), a “Regulatory RemedyBurdensome Condition”). . Notwithstanding the above and for the avoidance of doubt, clauses (eA) Notwithstanding anything in this Section 7.5 through (D) above with respect to a Burdensome Condition shall not exclude the contraryobligation of Purchaser to accept any terms, neither this Section 7.5 conditions, obligations or measures (nor will it limit the “reasonable best efforts” standard herein shall requireobligation to take, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy cause to be taken, effected any action, or agreed todo, or cause to be done any things necessary or advisable to obtain approval under the Foreign Regulatory Laws as soon as practicable), to the extent that such obligation (y) only involves administrative, reporting (including access to information or restrictions thereof), technical or similar requirements related to or in connection with Purchaser, DBMH or any of its Affiliates, or (z) would not reasonably be expected to have a be material adverse effect on to the business, operations, financial condition business of Purchaser or results of operations of Parent and its SubsidiariesAffiliates, taken as a whole, after giving effect and in each case of clauses (y) - (z) that do not impact the ability of Purchaser or any of its Affiliates to the Transactions operate or control (including the Mergers)as currently operated or controlled) any of their businesses, it being understood that, for purposes of clause (iii), in any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) material respect. For the avoidance of doubt, for purposes of this section 6.4(c), neither Seller nor its Affiliates will be deemed to be Affiliates of Purchaser and none of Seller nor any of Affiliates shall be required to take any action set forth in this Section 6.4(c) to satisfy the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedystandard herein.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.28.2), the Company L3 and Parent Xxxxxx shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 twenty (20) Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing and delivering any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company L3 and Parent Xxxxxx shall jointly develop and consult and cooperate in all respects with one another, another on and consider in good faith the views of one another, another in connection with with, all of the form information relating to L3 or Xxxxxx, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy StatementProxy/Prospectus and the Registration StatementProspectus). Neither the Company L3 nor Parent Xxxxxx shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference meeting with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthereat. Subject to applicable Law, each of the Company L3 and Parent Xxxxxx and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable.-49- 052054-0169-16505-Active.27978848.6 SC1:4755315.9 (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.58.6, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e8.6(d), each of L3 and Xxxxxx agree to take or cause to be taken the Company and Parent agree tofollowing actions: (i) promptly make an appropriate response subject to any request by a applicable Law, the prompt provision to each and every federal, state, local or foreign court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable Antitrust Law for (each, a “Governmental Antitrust Entity”) of non-privileged information and documents requested by any Governmental Antitrust Entity or documentary material with respect that are necessary, proper or advisable to permit consummation of the Transaction; Transactions; (ii) promptly the prompt use of its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit including the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity (including any Governmental Antitrust Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposingthe proffer and agreement by L3 or Xxxxxx, negotiatingas applicable, committing to and agreeing of its willingness to sell, lease, license, divest license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company L3 or Parent Xxxxxx or any either of their respective SubsidiariesSubsidiaries (and the entry into agreements with, and promptly effecting submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto) (such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II)separate, a “Regulatory Remedy”)) if such Regulatory Remedy should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein. (ed) Notwithstanding anything in this Section 7.5 8.6 to the contrary, neither this Section 7.5 8.6 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company L3 or Parent Xxxxxx or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII IX as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material be materially adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination.condition -50- 052054-0169-16505-Active.27978848.6 SC1:4755315.9 (fe) For the avoidance of doubt, the Company L3 and Parent Xxxxxx shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon the terms Remainco and RMT Partner shall, subject to the conditions set forth in this Agreement (including Section 7.28.2, Section 8.3, Section 8.8(d), the Company and Parent shall Section 8.8(e), cooperate with each other and use (use, and shall cause their respective Subsidiaries to use) , their respective 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 on its each of their part under this Agreement and the other Transaction Documents and applicable Law Laws and Governmental Orders to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicableMerger and the other Transactions, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 Business Days as promptly as reasonably practicable after the date of this Agreement the notification notifications, filings, reports and report form other information required to be filed (i) under the HSR Act, (ii) under any other applicable Antitrust Laws, and (iii) with Foreign Regulators pursuant to applicable Foreign Regulatory Laws, in each case, with respect to 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), obtaining as promptly as reasonably practicable () and in any event no later than the Outside Date) to obtain all actions or nonactions, waivers, consents, registrations, approvals, permits, expirations or terminations of waiting periods, approvals, permits periods and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity in order to consummate the Mergers and the other Transactions. 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), executing 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 the HSR Act, any other applicable Antitrust Laws, or any Foreign Regulatory Laws with respect to the Merger and delivering any additional instruments necessary to consummate the other Transactions and refraining from taking to avoid the entry of, or effect the dissolution of, any action decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would reasonably be expected to impede, interfere with, prevent or materially delay otherwise have the effect of preventing the consummation of the Merger and the other Transactions. (b) The Company Xxxxxxxx and Parent RMT Partner shall each, upon request by the other, furnish the other with all information, subject to Section 8.10, concerning itself, its Affiliates, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Remainco or RMT Partner or any of their respective Affiliates to any Governmental Entity in connection with the Transactions. (c) Xxxxxxxx and RMT Partner shall promptly provide all non-privileged information and documents requested by any Governmental Entity to the extent necessary or advisable to resolve any inquiry or investigation and to obtain as promptly as practicable all permits, clearances, and approvals necessary or advisable to be obtained from such Governmental Entity in order to consummate the Merger and the other Transactions. (d) Remainco shall determine timing and strategy and be responsible for the final content of any substantive oral or written joint communications with any applicable Governmental Entity, subject to good faith consultation with RMT Partner, and, subject to the foregoing, Remainco and RMT Partner shall jointly develop coordinate all activities with respect to seeking any permits, clearances or approvals of any Governmental Entity under any U.S. or non-U.S. Antitrust Laws or Foreign Regulatory Laws. Subject to Xxxxxxxx’s right to determine timing and strategy set forth above, Remainco and RMT Partner shall have the right to review in advance (subject to, as necessary, redactions of commercially sensitive terms or the privileged information of such party or the exchange of information on an “outside counsel only” basis) and each shall consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all the form information relating to Remainco and content RMT Partner, as the case may be, and any of their respective Affiliates, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus Transaction. Subject to Remainco’s right to determine timing and the Registration Statement). Neither the Company strategy set forth above, neither Remainco nor Parent RMT Partner shall permit any of its officers or any other Representatives representatives or agents to participate in any meeting or substantive meeting, telephone call or conference communication with any Governmental Entity in respect of any Filingfiling, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, Transaction unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each thereat (and to the extent such other Party did not participate in any communication with a Governmental Entity promptly, and in no event later than 24 hours thereafter, provide such other Party with a reasonably detailed summary of such communication). (e) For the purposes of this Section 8.8, “reasonable best efforts” shall include taking any and all actions necessary to obtain the consents, approvals, permits, waiting period expirations or authorizations of any Governmental Entity required to consummate the Merger and the other Transactions as promptly as reasonably practicable (including taking any and all actions to (i) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Merger or the other Transactions, (ii) divest, transfer, sell or otherwise dispose of or hold separate (or agree to do any of the Parties shall use reasonable best efforts foregoing) any of their respective businesses, assets or any portions thereof, (iii) effect any conditions, commitments or restrictions (or agree to furnish to each other all information required for do any Filing, other than confidential of the foregoing) on or proprietary information not directly related to the Transactionsconduct of their respective businesses, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed including with respect to the status of each Consent sought from a Governmental Entity in connection with individuals designated to serve as directors on the Transactions and the material communications between such Party and such Governmental Entity, and, RMT Partner Board pursuant to the extent practicable, permit the other Party to review and discuss in advanceSection 2.8, and consider in good faith (iv) implement the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) strategies and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished actions determined pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each 8.8 and Section 9.1(d)(iii) of the Company and Parent and Spinco Disclosure Letter) provided that notwithstanding anything to the contrary set forth in this Agreement: (i) neither Remainco nor RMT Partner, or their respective Subsidiaries (including the Spinco Entities), shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactionsbe required to, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each caseof them shall, without the prior written consent of the other Party. In exercising Party (which may or may not be granted in the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) sole discretion of such other Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to), take any actionor refrain from taking, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to take or refrain from taking, any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing action or is effective on or after the Closing or (iii) takeactions that, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to aggregate, would, or would be taken, effected or agreed reasonably expected to, would reasonably be expected to have a material adverse effect on materially and adversely affect (A) the assets, business, operations, results of operation or financial condition of Remainco or results of operations of Parent RMT Partner and its Subsidiaries (including Spinco and the Spinco Subsidiaries), taken as a whole, after giving effect to the consummation of the Transactions, or (B) the Intended Tax Treatment of the Transactions (including any such action, a “Detriment”). (ii) Remainco and its Affiliates (other than the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy Spinco Entities) shall not be taken into consideration required to (A) divest, transfer, sell or otherwise dispose of or hold separate (or agree to do any of the foregoing) any of their respective businesses, assets or any portions thereof, or (B) effect any conditions, commitments or restrictions (or agree to do any of the foregoing) on or related to the conduct of their respective businesses, except with respect to Remainco’s right to designate directors on the RMT Partner Board pursuant to Section 2.8 (any action described in making clause (A) or (B), a “Remainco Detriment”). (iii) Subject to Xxxxxxxx’s right to direct timing and strategy as set forth in Section 8.8(d) above, no Party’s good faith actions to continue to contest any objection to this Agreement, the Merger or the other Transactions in an effort to achieve a more favorable resolution of such determinationobjection shall be a breach of such Party’s obligations under this Section 8.8 unless and until it would cause or be reasonably expected to cause, the Merger and the other Transactions not to be consummated prior to the Outside Date. (f) For Each of Remainco and RMT Partner shall provide the avoidance other Party with all information requested by such Party that is reasonably necessary to identify any Regulatory Approvals required under any Antitrust Law (other than the HSR Act), or Foreign Regulatory Law applicable to the consummation of doubt, the Company and Parent Merger or the RMT Partner Share Issuance (“Additional Consents”). The Parties shall use reasonable best efforts to cooperate with each other promptly, and work in good faith no event no later than forty-five (45) days after the date hereof, identify any Additional Consents. To the extent the Parties identify any Additional Consents, such Additional Consents shall be added to Section 9.1(d) of the Spinco Disclosure Letter as if the Parties had included them on Section 9.1(d) of the Spinco Disclosure Letter as of the date of this Agreement, applying for this purpose the same standards of legal and business significance as were used by the parties in formulating agreeing on Section 9.1(d) of the Spinco Disclosure Letter as of the date of this Agreement. In the event the Parties are unable to agree whether any Regulatory Remedyamendment to Section 9.1(d) of the Spinco Disclosure Letter is required by this Section 8.8(f), the determination of Remainco as to whether such amendment is required shall be final and binding on the Parties.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits clearances, Permits and authorizations (“Consents”) necessary necessary, proper or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. The Company and Parent (A) shall each request early termination of all applicable waiting periods under the HSR Act with respect to the Transactions and (B) the Company and Parent shall not, executing and delivering shall cause their Subsidiaries and Affiliates not to, extend any additional instruments necessary 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 and refraining from taking any action that would reasonably be expected to impedeTransactions, interfere with, prevent or materially delay except with the consummation prior written consent of the other Party (not to be unreasonably withheld, conditioned, or delayed). 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 be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Notwithstanding anything to the contrary contained herein, no action taken by the Company or Parent under this Section 7.4 will constitute a breach of Section 5.1 or Section 6.1, respectively. (b) The Parent and the Company shall each have the right to review in advance, and Parent shall jointly develop and to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call meeting or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance andadvance, and to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partythereat. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. Parent shall be responsible for the payment of all filing fees pursuant to the HSR Act and any other Antitrust Laws in connection with the Transactions. (c) Subject For the avoidance of doubt and notwithstanding anything to Section 7.1(b) of such Party’s Disclosure Letterthe contrary contained in this Agreement, neither and without limiting the foregoing, Parent nor the Company shall, and each of them shall cause their respective its Subsidiaries not and Affiliates to, take any actionand all steps necessary to eliminate each and every impediment under the HSR Act or any other Antitrust Law that is asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Transactions as soon as possible, including acquiring and in any assetevent prior to the Outside Date, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5including, but on the terms and subject to the conditions set forth in this Agreementnot limited to, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response commencing or threatening to commence, and vigorously contesting, resisting and defending against, any request Proceeding, whether judicial or administrative, by a or before any Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; other Person, (ii) promptly use its reasonable best efforts seeking to (A) avoid the entry ofhave vacated, and (B) resistlifted, vacatereversed or overturned any stay or Governmental Order, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened whether temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B)permanent, that would reasonably be expected to delayis in effect and that prevents restricts, restrain, prevent, enjoin interferes with or otherwise prohibit or make unlawful delays the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (xiii) proposing, negotiating, committing to and agreeing to selleffecting by consent decree, lease, license, divest or otherwise dispose of, or hold separate pending such dispositionorder or otherwise, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal licensing or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom disposition of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or any assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, businesses of the Company or Parent or any of their respective Subsidiaries or other Affiliates Affiliates, (iv) taking or committing to (i) waive take actions that limit the freedom of action of any of the conditions set forth Company or Parent or any of their respective Subsidiaries or Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in Article VIII as they apply to such Partyrespect of, any of the businesses, product lines or assets of the Company or Parent or any of their respective Subsidiaries or Affiliates, (iiv) takegranting any financial, effect legal or agree other accommodation to any Regulatory Remedy described in clause Person and (IIvi) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) takeproposing, effect or agree negotiating, committing to any Regulatory Remedy that individually or in the aggregate with and effecting any other Regulatory Remedy condition, commitment or remedy of any kind. Parent and Merger Sub shall not take any action, including agreeing to be takenor consummating any merger, effected acquisition or agreed toother transaction, that would reasonably be expected to have a material adverse effect on prevent, restrict or delay (A) the businessreceipt of any consent, operationsregistration, financial condition approval, clearance, Permit or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to authorization from any Governmental Entity or any other Person in connection with the Transactions or (including B) the Mergers), it being understood that, for purposes consummation of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationthe Transactions. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in of this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (use, and shall cause their respective Subsidiaries Subsidiaries, and with respect to Parent, its Affiliates, to use) , their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including (x) by filing no later than 10 ten (10) Business Days after the date of this Agreement July 20, 2020, the notification and report form required under the HSR Act, and (y) 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), (ii) responding as promptly as reasonably practicable 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, and (iii) obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. Parent shall pay 100% of all filing fees required under any Antitrust Laws. Nothing in this Agreement shall require or be construed to require Parent, executing and delivering the Company or its Subsidiaries to proffer to, or agree to, incur any additional instruments necessary liabilities or any sale, divestiture, license, disposition or holding separate of, or any termination, prohibition, limitation, restriction or other action with respect to consummate existing relationships, contracts, assets, product lines or businesses or interests therein of Parent, the Transactions and refraining from taking Company or any of its Subsidiaries unless the effectiveness of such action that would reasonably be expected to impede, interfere with, prevent or materially delay is conditioned upon the consummation of the TransactionsClosing. (b) The Subject to applicable Law relating to the exchange of information, Parent and the Company and Parent shall jointly develop and have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with, all of the information relating to Parent or the Company, as applicable, and any of their respective Subsidiaries, and with the form and content of respect to Parent, its other Affiliates, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Consent Solicitation Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any meeting or substantive meeting, correspondence or substantive telephone call or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted unless prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate thereinthereat. Each of Notwithstanding the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential foregoing or proprietary information not directly related anything to the Transactionscontrary in this Agreement, subject to applicable Laws, Parent shall be primarily responsible for directing the process by which the parties seek to avoid or eliminate impediments under any applicable Antitrust Laws and to give shall take the lead in all discussions, negotiations and other Party reasonable prior notice of any such Filing andcommunications with Governmental Entities, to the extent practicable, keep the other Party reasonably informed provided that Parent shall consult with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) Company and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate permit participation in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partyimmediately preceding sentence. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. Notwithstanding the foregoing, any materials required to be provided by a Party to the other pursuant to this Section 7.6 may: (i) be restricted to outside legal counsel only as necessary to protect competitively or commercially sensitive materials, or (ii) be reasonably redacted as necessary to address attorney-client or other privilege concerns or as necessary to comply with contractual arrangements. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.57.6, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e)clause (vi) below, each of the Company (in the case of clause (i) below) and Parent agree to(in the case of clauses (i), (ii), (iii), (iv), (v) and (vi) below) agrees to take or cause to be taken the following actions: (i) promptly make an appropriate response provide, if advisable, to any request by a each and every federal, state, local or foreign court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable Antitrust Law for (each, a “Governmental Antitrust Entity”) copies of non-privileged, non-attorney work product protected information and documents reasonably requested by any Governmental Antitrust Entity or documentary material with respect that are reasonably necessary, proper or advisable to permit consummation of the TransactionTransactions; (ii) promptly use its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kindkind pursuant to Antitrust Laws, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit including the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person Person pursuant to Antitrust Laws or entity before any Governmental Antitrust Entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to the proffer and agreeing agreement by Parent of its willingness to sell, lease, license, divest license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company Company, Parent, either of their respective Subsidiaries or, with respect to Parent, its other Affiliates (and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto) if such action should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions as promptly as practicable (it being understood that, no such action will be binding on the Company, Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy it is conditioned contingent upon the occurrence of the Closing or is effective on or after the Closing or Closing); (iii) promptly use its reasonable best efforts to take, effect or agree to any Regulatory Remedy that individually or in the aggregate event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or Law is entered, issued or enacted, or becomes reasonably foreseeable to be entered, issued or enacted, in any Proceeding, review or inquiry of any kind that would make consummation of the Merger or the other Transactions in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other Transactions, any and all steps (including, without limitation, the appeal thereof, the posting of a bond or the taking of the other steps contemplated hereby) as may be necessary or appropriate to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid any injunction, decision, order, judgment, determination, decree or enactment so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; (iv) not extend any waiting period under the HSR Act or other Antitrust Laws or enter into any agreement with any other Regulatory Remedy Governmental Antitrust Entity not to consummate the Transactions, except with the prior written consent of the Company, which consent shall not be taken, effected unreasonably withheld or agreed delayed; (v) not enter and cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition), that would reasonably be expected to have a material adverse effect on make it more difficult, or to increase the businesstime required, operations, financial condition to (x) obtain the expiration of the waiting period under the HSR Act or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect any other Antitrust Law applicable to the Transactions or (including y) obtain all other authorizations, consents, orders, and approvals of Governmental Antitrust Entities necessary for the Mergers), it being understood that, for purposes consummation of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationthe Transactions. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in of this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (use, and shall cause their respective Subsidiaries 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, and to do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including (i) by filing no later than 10 ten (10) Business Days after the date of this Agreement Agreement, the notification and report form required under the HSR Act), obtaining and (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 (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. Parent shall pay 100% of all filing fees required under any Antitrust Laws. Nothing in this Agreement shall require or be construed to require Parent, executing and delivering the Company or its Subsidiaries to proffer to, or agree to, incur any additional instruments necessary liabilities or any sale, divestiture, license, disposition or holding separate of, or any termination, prohibition, limitation, restriction or other action with respect to consummate existing relationships, contracts, assets, product lines or businesses or interests therein of Parent, the Transactions and refraining from taking Company or any of its Subsidiaries unless the effectiveness of such action that would reasonably be expected to impede, interfere with, prevent or materially delay is conditioned upon the consummation of the TransactionsClosing. (b) The Subject to applicable Law relating to the exchange of information, Parent and the Company and Parent shall jointly develop and have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with, all of the information relating to Parent or the Company, as applicable, and any of their respective Subsidiaries, and with the form and content of respect to Parent, its other Affiliates, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Consent Solicitation Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any meeting or substantive meeting, correspondence or material telephone call or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted unless prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate thereinthereat. Each of Notwithstanding the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential foregoing or proprietary information not directly related anything to the Transactionscontrary in this Agreement, subject to applicable Laws, Parent shall be primarily responsible for directing the process by which the parties seek to avoid or eliminate impediments under any applicable Antitrust Laws and to give shall take the lead in all discussions, negotiations and other Party reasonable prior notice of any such Filing andcommunications with Governmental Entities, to the extent practicable, keep the other Party reasonably informed provided that Parent shall consult with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other PartyCompany. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. Notwithstanding the foregoing, any materials required to be provided by a Party to the other pursuant to this Section 7.6 may: (i) be restricted to outside legal counsel only as necessary to protect competitively or commercially sensitive materials, or (ii) be reasonably redacted as necessary to address attorney-client or other privilege concerns or as necessary to comply with contractual arrangements. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), Notwithstanding anything in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject Agreement to the conditions set forth in this Agreementcontrary, including Section 7.5(e), each of the Company it is expressly understood and Parent agree to: agreed that: (i) promptly make an appropriate response Parent shall not have any obligation to litigate or contest any request by a Governmental Entity pursuant to Antitrust Law for information administrative or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry ofjudicial action or proceeding or any decree, and (B) resistjudgment, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decreewhether temporary, decisionpreliminary or permanent; and (ii) Parent shall not be under any obligation to make proposals, determination execute or judgment entered carry out agreements, enter into consent decrees or issuedsubmit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its Affiliates or the Company or any of its Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Parent or any of its Affiliates to freely conduct their business or own such assets, or that becomes reasonably foreseeable (C) the holding separate of the shares of Company Common Stock or any limitation or regulation on the ability of Parent or any of its Affiliates to be entered or issuedexercise full rights of ownership of the shares of Company Common Stock, in any Proceeding or inquiry of any kindother than, in the case of each of the foregoing clauses (A) and ), (B)) or (C) above, that would reasonably be expected to delayfor any such sale, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, leasedivestiture, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions limitation or actions regulation that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 be immaterial to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, Parent and/or the Company or Parent or any of and their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 ten (10) Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits clearances, Permits and authorizations (“Consents”) necessary necessary, proper or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. The Company and Parent (A) shall each request early termination of all applicable waiting periods under the HSR Act with respect to the Transactions and (B) shall not, executing and delivering shall cause their Subsidiaries and Affiliates not to, extend any additional instruments necessary 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 and refraining from taking any action that would reasonably be expected to impedeTransactions, interfere with, prevent or materially delay except with the consummation 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 7.4(c), in no event shall either the Company or Parent or any of their respective Affiliates be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Notwithstanding anything to the contrary contained herein, no action taken by the Company or Parent under this Section 7.4 will constitute a breach of Section 5.1 or Section 6.1, respectively. (b) The Parent and the Company shall each have the right to review in advance, and Parent shall jointly develop and to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call meeting or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance andadvance, and to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partythereat. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. Each of Parent and the Company shall be responsible for fifty percent (50%) of the payment of all filing fees pursuant to the HSR Act and any other Antitrust Laws in connection with the Transactions. (c) Subject For the avoidance of doubt and notwithstanding anything to Section 7.1(b) of such Party’s Disclosure Letterthe contrary contained in this Agreement, neither and without limiting the foregoing, Parent nor the Company shall, and each of them shall cause their respective its Subsidiaries not and Affiliates to, take any actionand all steps necessary that are within its control to eliminate each and every impediment under the HSR Act or any other Antitrust Law that is asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Transactions as soon as possible, including acquiring and in any assetevent prior to the Outside Date, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5including, but on the terms and subject to the conditions set forth in this Agreementnot limited to, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response commencing or threatening to commence, and vigorously contesting, resisting and defending against, any request Proceeding, whether judicial or administrative, by a or before any Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; other Person, (ii) promptly use its reasonable best efforts seeking to (A) avoid the entry ofhave vacated, and (B) resistlifted, vacatereversed or overturned any stay or Governmental Order, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened whether temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B)permanent, that would reasonably be expected to delayis in effect and that prevents restricts, restrain, prevent, enjoin interferes with or otherwise prohibit or make unlawful delays the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (xiii) proposing, negotiating, committing to and agreeing to selleffecting by consent decree, lease, license, divest or otherwise dispose of, or hold separate pending such dispositionorder or otherwise, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal licensing or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom disposition of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or any assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, businesses of the Company or Parent or any of their respective Subsidiaries or other Affiliates Affiliates, (iv) taking or committing to (i) waive take actions that limit the freedom of action of any of the conditions set forth Company or Parent or any of their respective Subsidiaries or Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in Article VIII as they apply to such Partyrespect of, any of the businesses, product lines or assets of the Company or Parent or any of their respective Subsidiaries or Affiliates, (iiv) takegranting any financial, effect legal or agree other accommodation to any Regulatory Remedy Person and (vi) proposing, negotiating, committing to and effecting any other condition, commitment or remedy of any kind; provided, however, that Parent shall not, and shall cause its Subsidiaries and Affiliates not to, take any action described in clause subsections (IIiii), (iv), (v) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iiivi) takeof this Section 7.4(c) that relates to, effect or agree to involves, impacts, burdens or restricts, the Company or its Subsidiaries or Affiliates, or any Regulatory Remedy that individually of their respective assets, businesses or in product lines, without the aggregate with any other Regulatory Remedy Company’s prior written consent (not to be takenunreasonably withheld, effected conditioned or agreed todelayed). Parent and Merger Sub shall not take any action, including agreeing to or consummating any merger, acquisition or other transaction, that would reasonably be expected to have a material adverse effect on prevent, restrict or delay (A) the businessreceipt of any consent, operationsregistration, financial condition approval, clearance, permit or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to authorization from any Governmental Entity or any other Person in connection with the Transactions or (including B) the Mergers), it being understood that, for purposes consummation of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationthe Transactions. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon the terms and subject to the conditions set forth in this Agreement (including Section 7.2), the The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable best efforts -49- to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and 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 advisable 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 filings and report form required under the HSR Act), obtaining to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity in order to consummate the Transactions, executing and delivering Merger or any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company and other transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, Parent shall jointly develop 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 and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as the case may be, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or and/or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus Merger and the Registration Statement)other transactions contemplated by this Agreement. Neither the The Company nor Parent shall use its reasonable best efforts not permit any of its officers or any other Representatives representatives or agents to participate in any substantive meeting, telephone call or conference meeting with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, transactions contemplated hereby unless it consults with the other Party Parent in advance and, to the extent permitted by such Governmental Entity, gives the other Party Parent the opportunity to attend and participate thereinthereat. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the The Company and Parent and their respective its Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Transactions, Merger and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to other transactions contemplated by this Agreement or the Transactions, in each case, without the prior written consent of the other PartyParent (which, subject to this Section 6.5, may be withheld in Parent’s sole discretion). In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) . Subject to Section 7.1(b) of such Party’s Disclosure Letterapplicable Law and as required by any Governmental Entity, neither Parent nor the Company shall, and Parent each shall keep the other apprised of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way the status of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected matters relating to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing completion of the transactions contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e)promptly furnishing the other with copies of notices or other communications received by Parent or the Company, each as the case may be, or any of the Company and Parent agree to: (i) promptly make an appropriate response to its Subsidiaries, from any request by a third party and/or any Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts such transactions. The Company shall give prompt notice to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry Parent of any kindchange, in the case of each of the foregoing clauses (A) and (B), fact or condition that would reasonably be expected to delay, restrain, prevent, enjoin has had or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial Material Adverse Effect or of any failure of any condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including other party’s obligations to effect the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationMerger. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.28.2), the Company L3 and Parent Xxxxxx shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 twenty (20) Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing and delivering any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company L3 and Parent Xxxxxx shall jointly develop and consult and cooperate in all respects with one another, another on and consider in good faith the views of one another, another in connection with with, all of the form information relating to L3 or Xxxxxx, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy StatementProxy/Prospectus and the Registration StatementProspectus). Neither the Company L3 nor Parent Xxxxxx shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference meeting with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthereat. Subject to applicable Law, each of the Company L3 and Parent Xxxxxx and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) Act or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company L3 and Parent Xxxxxx shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.58.6, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e8.6(d), each of L3 and Xxxxxx agree to take or cause to be taken the Company and Parent agree tofollowing actions: (i) promptly make an appropriate response subject to any request by a applicable Law, the prompt provision to each and every federal, state, local or foreign court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable Antitrust Law for (each, a “Governmental Antitrust Entity”) of non-privileged information and documents requested by any Governmental Antitrust Entity or documentary material with respect that are necessary, proper or advisable to permit consummation of the TransactionTransactions; (ii) promptly the prompt use of its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit including the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity (including any Governmental Antitrust Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposingthe proffer and agreement by L3 or Xxxxxx, negotiatingas applicable, committing to and agreeing of its willingness to sell, lease, license, divest license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company L3 or Parent Xxxxxx or any either of their respective SubsidiariesSubsidiaries (and the entry into agreements with, and promptly effecting submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto) (such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II)separate, a “Regulatory Remedy”)) if such Regulatory Remedy should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein. (ed) Notwithstanding anything in this Section 7.5 8.6 to the contrary, neither this Section 7.5 8.6 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company L3 or Parent Xxxxxx or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII IX as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material be materially adverse effect on to the businesscondition (financial or otherwise), properties, assets, operations, financial condition liabilities or results of operations of Parent L3, Xxxxxx and its Subsidiaries, their Subsidiaries (taken as a whole, after giving effect to the Transactions (including the MergersMerger), it being understood that, that for purposes of clause (iii), ) any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (fe) For the avoidance of doubt, the Company L3 and Parent Xxxxxx shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.26.2), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing in Article VII to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable 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 report form required under the HSR Act)Filings, obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any (i) third party or Governmental Entity (in its capacity as a customer) in respect of any Material Contract or (ii) otherwise from any Governmental Entity in order to consummate the Transactions, Transaction and executing and delivering any additional instruments necessary to consummate the Transactions and refraining from taking Transactions; provided, however, that, in the case of any action Consent under clause (i), the Company shall not be required to (a) make any payment of any fees, expenses, “profit sharing” payments or other consideration (including increased or accelerated payments) or concede anything of monetary or economic value, (b) amend, supplement or otherwise modify any such Material Contract (other than a U.S. Government Contract as required to comply with applicable Law) or (c) otherwise make any accommodation or provide any benefit, in each case, that would reasonably be expected to impede, interfere with, prevent or materially delay is not conditioned on the consummation of the TransactionsMerger. (b) The In furtherance and not in limitation of the undertakings pursuant to Section 6.5(a), each of Parent and the Company shall (A) (i) within ten (10) Business Days after the date of this Agreement (or such other date as may be mutually agreed to by Parent and Parent shall jointly develop the Company), prepare and consult file the notifications required under the HSR Act; and cooperate (ii) as promptly as reasonably practicable and advisable after the date of this Agreement, but in all respects no event later than as required by applicable Law, prepare and file any notification and report forms and related material required under any other applicable Antitrust Laws or Foreign Investment Laws (if any) with one anotherrespect to the transactions contemplated by this Agreement as set forth on Section 4.5(a) of the Company Disclosure Letter, and consider any additional Filings or notifications and related material that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement and (B) provide or cause to be provided as promptly as reasonably practicable and advisable any information and documentary material that may be requested by the Antitrust Division of the Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by other Governmental Entities under applicable Antitrust Laws or Foreign Investment Laws (if any). (c) The Parties shall cooperate in good faith to promptly, and in any event no later than fifteen (15) Business Days after the views of one anotherdate hereof, in connection with the form and content of identify any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, or submitted to, any third party or any Governmental Entity additional Filings required in connection with the Transactions (including under any Antitrust Law or Foreign Investment Law applicable in the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate jurisdictions listed in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filingsSection 6.5(c) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company Disclosure Letter and Parent determine whether any such additional Filing is to be included among the Requisite Regulatory Approvals, applying for such purpose the same standards of legal and their respective Subsidiaries shall not agree business significance as were used by the parties in agreeing to any actions, restrictions or conditions with respect to obtaining any Consent the list set forth in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR ActSection 4.5(a) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other PartyCompany Disclosure Letter as of the date of this Agreement. In exercising To the foregoing rightsextent the Parties mutually agree that any such Filings are to be included among the Requisite Regulatory Approvals, each such Filings shall be added to Section 4.5(a) of the Company Disclosure Letter as if the Parties had included them in Section 4.5(a) of the Company Disclosure Letter as of the date of this Agreement. Each of the Company and Parent shall act provide the other Party with all information requested by such Party that is reasonably and as promptly as reasonably practicable. (c) Subject necessary to Section 7.1(b) of identify any such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereofFilings. (d) Without limiting the generality of the undertakings pursuant to this Section 7.56.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e6.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, of and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein including (I) defending the defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity (including any Governmental Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ (including the Company’s) or Affiliates’ freedom of action or operation operations with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or either of their respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto or to such restrictions or actions) (such sale, lease, license license, defense through litigation, divestiture, disposal and holding separate or other action described in clause clauses (I) or (II), a “Regulatory Remedy”)) if such Regulatory Remedy should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions to occur no later than the Outside Date. Nothing in this Section 6.5(d) shall require either Parent or the Company to effectuate or agree to effectuate any Regulatory Remedy unless such Regulatory Remedy is conditioned upon the Closing and only effective following the Closing. (e) Notwithstanding anything in this Section 7.5 6.5 to the contrary, neither this Section 7.5 6.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, (x) the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII VII as they apply to such Party, Party or (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing Closing, or (iiiy) Parent or any of its Subsidiaries or other Affiliates to take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent (A) the Company and its Subsidiaries, taken as a whole, whole from and after giving effect to the Transactions Effective Time or (including B) Parent and its Subsidiaries (excluding the MergersCompany and its Subsidiaries), it being understood thattaken as a whole from and after the Effective Time, treating for purposes this purpose the effects of all Regulatory Remedies as if they affected a company the size of, and having the financial and operating metrics of, the Company and its Subsidiaries, taken as a whole (any such effect described in clause (iiiA) or (B), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination“Burdensome Effect”). (f) For Subject to applicable Law and the avoidance requirements of doubtapplicable Governmental Entities, the Company and Parent and their respective counsel shall, in connection with the efforts referenced in this Section 6.5, (i) cooperate in all respects with each other in connection with any Filing with a Governmental Entity in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private person, (ii) where legally permissible, have the right to review in advance, and to the extent practicable each shall consult and consider in good faith the views of the other regarding, any material filing made with, or written materials to be submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement 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 contemplated by this agreement, (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 Entity 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 Entity or its respective staff, on the other hand, with respect to the transactions contemplated by this Agreement. Subject to applicable Law and the requirements of applicable Governmental Entities, the Company and Parent shall use (with respect to any in-person discussion or meeting), and shall to the extent practicable (with respect to any 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 Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement. Parent shall, on behalf of the Parties and in reasonable best efforts consultation with the Company, have the right, in its sole discretion, to cooperate with each other determine the nature and work in good faith in formulating timing of any Regulatory RemedyRemedy made for the purpose of securing any required approvals under the Antitrust Laws or Foreign Investment Laws to the extent any Regulatory Remedy would be conditioned upon and only be effective after the Closing.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 ten (10) Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits clearances, Permits and authorizations (“Consents”) necessary necessary, proper or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. The Company and Parent (A) shall each request early termination of all applicable waiting periods under the HSR Act with respect to the Transactions and (B) the Company and Parent shall not, executing and delivering shall cause their Subsidiaries and Affiliates not to, extend any additional instruments necessary 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 and refraining from taking any action that would reasonably be expected to impedeTransactions, interfere with, prevent or materially delay except with the consummation 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 7.4(c), in no event shall either the Company or Parent or any of their respective Affiliates be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Notwithstanding anything to the contrary contained herein, no action taken by the Company or Parent under this Section 7.4 will constitute a breach of Section 5.1 or Section 6.1, respectively. (b) The Parent and the Company shall each have the right to review in advance, and Parent shall jointly develop and to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call meeting or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance andadvance, and to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partythereat. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. Parent shall be responsible for the payment of all filing fees pursuant to the HSR Act and any other Antitrust Laws in connection with the Transactions. (c) Subject For the avoidance of doubt and notwithstanding anything to Section 7.1(b) of such Party’s Disclosure Letterthe contrary contained in this Agreement, neither and without limiting the foregoing, Parent nor the Company shall, and each of them shall cause their respective its Subsidiaries not and Affiliates to, take any actionand all steps necessary that are within its control to eliminate each and every impediment under the HSR Act or any other Antitrust Law that is asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Transactions as soon as possible, including acquiring and in any assetevent prior to the Outside Date, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5including, but on the terms and subject to the conditions set forth in this Agreementnot limited to, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response commencing or threatening to commence, and vigorously contesting, resisting and defending against, any request Proceeding, whether judicial or administrative, by a or before any Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; other Person, (ii) promptly use its reasonable best efforts seeking to (A) avoid the entry ofhave vacated, and (B) resistlifted, vacatereversed or overturned any stay or Governmental Order, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened whether temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B)permanent, that would reasonably be expected to delayis in effect and that prevents restricts, restrain, prevent, enjoin interferes with or otherwise prohibit or make unlawful delays the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (xiii) proposing, negotiating, committing to and agreeing to selleffecting by consent decree, lease, license, divest or otherwise dispose of, or hold separate pending such dispositionorder or otherwise, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal licensing or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom disposition of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or any assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, businesses of the Company or Parent or any of their respective Subsidiaries or other Affiliates Affiliates, (iv) taking or committing to (i) waive take actions that limit the freedom of action of any of the conditions set forth Company or Parent or any of their respective Subsidiaries or Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in Article VIII as they apply to such Partyrespect of, any of the businesses, product lines or assets of the Company or Parent or any of their respective Subsidiaries or Affiliates, (iiv) takegranting any financial, effect legal or agree other accommodation to any Regulatory Remedy described in clause Person and (IIvi) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) takeproposing, effect or agree negotiating, committing to any Regulatory Remedy that individually or in the aggregate with and effecting any other Regulatory Remedy condition, commitment or remedy of any kind. Parent and Merger Sub shall not take any action, including agreeing to be takenor consummating any merger, effected acquisition or agreed toother transaction, that would reasonably be expected to have a material adverse effect on prevent, restrict or delay (A) the businessreceipt of any consent, operationsregistration, financial condition approval, clearance, permit or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to authorization from any Governmental Entity or any other Person in connection with the Transactions or (including B) the Mergers), it being understood that, for purposes consummation of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationthe Transactions. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement (including this Section 7.26.5), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to to (i) take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and 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 advisable all documentation to effect all necessary notices, notifications, petitions, applications, reports and other Filings filings, (including by filing no later than 10 Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ii) obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, clearances, registrations, approvals, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity in order to consummate the TransactionsMerger or any of the other transactions contemplated by this Agreement, executing and delivering (iii) defend any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impedelawsuits or other legal proceedings, interfere withwhether judicial or administrative, prevent challenging this Agreement or materially delay the consummation of the TransactionsMerger or any of the other transactions contemplated by this Agreement and (iv) if agreed to by Parent and the Company, acting jointly and in good faith, obtain all necessary consents, approvals or waivers from third parties. This Section 6.5(a) shall not apply to compliance with Antitrust Laws, which is addressed in clauses (b) – (d) below. (b) The Company Each Party (including on behalf of their respective Subsidiaries) agrees (i) to make appropriate submissions and Parent filings of notification and report forms pursuant to the HSR Act, and, if required, any other Antitrust Law with respect to the Merger as promptly as practicable and in any event by February 1, 2017, unless the Parties agree in writing otherwise, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Antitrust Entity pursuant to the HSR Act or any other Antitrust Law and use its best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 6.5 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain the required approval or clearance pursuant to any other applicable Antitrust Law as soon as reasonably practicable (and in any event no later than the Outside Date). (c) Each Party shall jointly develop use (and consult and shall cause their respective Subsidiaries to use) its best efforts to (i) cooperate in all respects with one another, and consider in good faith the views of one another, each other in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, filing or submitted to, any third party or any submission with a Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus Merger and the Registration Statement). Neither the Company nor Parent shall permit other transactions contemplated by this Agreement and in connection with any of its officers investigation or other Representatives to participate in any substantive meeting, telephone call inquiry by or conference with any before a Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unlessMerger or the other transactions contemplated by this Agreement, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and supply to the other Parties) any material communication received by such Party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Merger or any of the other transactions contemplated by this Agreement, (iii) permit the other Party to review in advance and give reasonable consideration to the other Party’s comments in any material communication to be given by it to any Governmental Antitrust Entity with respect to obtaining any clearances required under any Antitrust Law in connection with the Merger or the other transactions contemplated by this Agreement and (iv) to the extent reasonably practicable, it consults consult with the other Party in advance of any meeting or teleconference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, in each case to the extent such meeting or teleconference is expected to involve substantive discussions regarding any required approvals, litigation or other material aspects of the transactions contemplated by this Agreement, and, to the extent permitted not prohibited by such the Governmental EntityEntity or other Person, gives give the other Party the opportunity to attend and participate thereinin such meetings and teleconferences. Each of the The Parties shall use take reasonable best efforts to furnish to each share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished privilege pursuant to this Section 7.5 may be redacted 6.5 in a manner so as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to preserve the applicable Law, each privilege. (d) Parent (including on behalf of the Company and Parent and their respective Subsidiaries shall its Subsidiaries) will not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including or comparable period under the HSR Act) , EU Merger Regulation or any other Antitrust Law or enter into any agreement with a any Governmental Entity related not to this Agreement or consummate the TransactionsMerger, in each case, without except with the prior written consent of the other PartyCompany. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth Nothing in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: Agreement shall (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information require Parent to, or documentary material with respect to permit the Transaction; (ii) promptly use its reasonable best efforts to Company to, (A) avoid propose or accept the entry ofsale, and (B) resistdivestiture, vacate, modify, reverse, suspend, prevent, eliminate disposition or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry holding separate of any kind, in the case assets or businesses of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent itself or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal its Affiliates (or holding separate, (y) agreeing to restrictions or actions otherwise take any action that after limits the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more any of its or its Subsidiaries’ businesses, product lines lines, or assets or (zthose of its affiliates) agreeing in order to enter into, modify avoid the entry of or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate to effect the dissolution of any injunction or other action described in clause order (IIwhether temporary, preliminary or permanent), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to which would otherwise have the contrary, neither this Section 7.5 nor effect of preventing or delaying the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any consummation of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing Merger; or (iiiB) take, effect propose or agree to any Regulatory Remedy that individually or in accept the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results imposition of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.conditions; or

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company Company, Seller and Parent Purchaser shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions Transaction as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable 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 filings and report form required under the HSR Act), obtaining to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits clearances, Permits and authorizations (“Consents”) necessary necessary, proper or advisable to be obtained from any third party or any Governmental Entity in order to consummate the TransactionsTransaction. Notwithstanding the foregoing or anything to the contrary in this Agreement, executing and delivering in no event shall either the Company, Seller or Purchaser or any additional instruments necessary of their respective Affiliates be required to consummate pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions and refraining from taking any Transaction, other than filing, recordation or similar fees. Notwithstanding anything to the contrary contained herein, no action that would reasonably be expected to impedetaken by the Company, interfere withSeller or Purchaser under this Section 8.3 will constitute a breach of Section 6.1 or Section 7.1, prevent or materially delay the consummation of the Transactionsrespectively. (b) The Purchaser, the Company and Parent Seller shall jointly develop each have the right to review in advance, and to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Purchaser, the Company or Seller, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions Transaction (including the Proxy Statement/Prospectus and the Registration Statement). Neither None of the Company nor Parent Company, Seller or Purchaser shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call meeting or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, Transaction unless it consults with the other Party in advance and(except when reasonably impracticable), and to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partythereat. In exercising the foregoing rights, each of the Company Company, Seller and Parent Purchaser shall act reasonably and as promptly as reasonably practicable. (c) Subject For the avoidance of doubt and notwithstanding anything to Section 7.1(b) of such Party’s Disclosure Letterthe contrary contained in this Agreement, neither Parent nor and without limiting the Company foregoing, Purchaser shall, and each of them shall cause their respective Subsidiaries not its Affiliates to, take any actionand all steps that are within its control to eliminate each and every impediment under the Law that is asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Transaction as soon as possible, including acquiring and in any assetevent prior to the Outside Date, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5including, but on the terms and subject to the conditions set forth in this Agreementnot limited to, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response commencing or threatening to commence, and vigorously contesting, resisting and defending against, any request Proceeding, whether judicial or administrative, by a or before any Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; other Person, (ii) promptly use its reasonable best efforts seeking to (A) avoid the entry ofhave vacated, and (B) resistlifted, vacatereversed or overturned any stay or Governmental Order, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened whether temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B)permanent, that would reasonably be expected to delayis in effect and that prevents restricts, restrain, prevent, enjoin interferes with or otherwise prohibit or make unlawful delays the consummation of the TransactionsTransaction, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (xiii) proposing, negotiating, committing to and agreeing to selleffecting by consent decree, lease, license, divest or otherwise dispose of, or hold separate pending such dispositionorder or otherwise, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal licensing or holding separate, disposition (yor similar transaction) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or any assets or (z) agreeing to enter intobusinesses of the Company, modify Seller or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent Purchaser or any of their respective Subsidiaries or other Affiliates Affiliates, (iv) taking or committing to (i) waive take actions that limit the freedom of action of any of the conditions set forth Company, Seller or Purchaser or any of their respective Subsidiaries or Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in Article VIII as they apply to such Partyrespect of, any of the businesses, product lines or assets of the Company or Purchaser or any of their respective Subsidiaries or Affiliates, (iiv) takegranting any financial, effect legal or agree other accommodation to any Regulatory Remedy described in clause Person and (IIvi) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) takeproposing, effect or agree negotiating, committing to any Regulatory Remedy that individually or in the aggregate with and effecting any other Regulatory Remedy condition, commitment or remedy of any kind. Purchaser shall not take any action, including agreeing to be takenor consummating any merger, effected acquisition or agreed toother transaction, that would reasonably be expected to have a material adverse effect on prevent, restrict or delay (A) the businessreceipt of any consent, operationsregistration, financial condition approval, clearance, permit or results authorization from any Governmental Entity or any other Person in connection with the Transaction or (B) the consummation of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationTransaction. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement (including this Section 7.26.6), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to (i) take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and 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 advisable all documentation to effect all necessary notices, notifications, petitions, applications, reports and other Filings filings (including by filing no later than 10 Business Days after the date of this Agreement the notification and report form any required or recommended filings under the HSR Actapplicable Antitrust Laws), obtaining (ii) obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, clearances, registrations, approvals, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity in order to consummate the TransactionsMerger or any of the other transactions contemplated by this Agreement, executing and delivering (iii) defend any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impedelawsuits or other legal proceedings, interfere withwhether judicial or administrative, prevent challenging this Agreement or materially delay the consummation of the TransactionsMerger or any of the other transactions contemplated by this Agreement and (iv) if agreed to by Parent and the Company, acting jointly and in good faith, obtain all necessary consents, approvals or waivers from third parties. (b) The Company In furtherance and Parent not in limitation of the foregoing, each Party (including on behalf of their respective Subsidiaries) agrees (i) to make appropriate submissions and filings of notification and report forms pursuant to the HSR Act and the Competition Act (Canada) with respect to the Merger as promptly as practicable and in any event within twenty-five (25) Business Days of the date of this Agreement, unless the Parties agree in writing otherwise, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act, the Competition Act (Canada), or any other Antitrust Law and use its best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 6.6 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain the Competition Act (Canada) Clearance as soon as reasonably practicable (and in any event no later than the Outside Date). (c) Each Party shall jointly develop use (and consult and shall cause their respective Subsidiaries to use) its best efforts to (i) cooperate in all respects with one another, and consider in good faith the views of one another, each other in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, filing or submitted to, any third party or any submission with a Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus Merger and the Registration Statement). Neither other transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Company nor Parent shall permit Merger or the other transactions contemplated by this Agreement, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and supply to the other Parties) any communication received by such Party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the Canadian Competition Bureau, or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Merger or any of its officers or the other Representatives transactions contemplated by this Agreement, (iii) permit the other Party to participate review in advance and give reasonable consideration to the other Party’s comments in any substantive meeting, telephone call or conference with communication to be given by it to any Governmental Entity with respect to obtaining any clearances required under any Antitrust Law in respect of any Filing, investigation connection with the Merger or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults other transactions contemplated by this Agreement and (iv) consult with the other Party in advance of any meeting or teleconference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and, to the extent permitted not prohibited by such the Governmental EntityEntity or other Person, gives give the other Party the opportunity to attend and participate thereinin such meetings and teleconferences. Each of Subject to the obligations in this Section 6.6, Parent shall have the right to devise and implement the strategy and timing for obtaining any clearances required under any Antitrust Law in connection with the Merger or the other transactions contemplated by this Agreement and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances; provided, however, that Parent shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategy and timing. The Parties shall use take reasonable best efforts to furnish share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to each other this Section 6.6 in a manner so as to preserve the applicable privilege. (d) Parent (including on behalf of its Subsidiaries) agrees to take, or cause to be taken (including by its Subsidiaries), any and all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, steps and to give the other Party reasonable prior notice of make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such Filing andobjections, to the extent practicableif any, keep the other Party reasonably informed that a Governmental Entity may assert under any Antitrust Law with respect to the status of Merger or the other transactions contemplated by this Agreement, and to avoid or eliminate each Consent sought from a and every impediment under any Antitrust Law that may be asserted by any Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions Merger or the other transactions contemplated by this Agreement, in each case, so as to enable the Closing to occur as promptly as reasonably practicable and in any event no later than the Outside Date, including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, consent agreement, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Parent or the Company (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Parent or the Company (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of the Company or Parent or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Parent’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Parent or the Company (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Parent or the Company (or any of their respective Subsidiaries), in each case as may be required in order for such to obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other Party confirmations required directly or indirectly under any Antitrust Law or to meaningfully consult and participate avoid the commencement of any action to prohibit the Merger or the other transactions contemplated by this Agreement under any Antitrust Law, or in accordance the alternative, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Merger or the other transactions contemplated by this Agreement or delay the Closing beyond the Outside Date. To assist Parent in complying with its obligations set forth in this Section 7.56.6, the Company shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Parent to be entered into by any of them prior to the Closing with respect to any transaction to divest, hold separate or otherwise take any action that limits the Company’s or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of the Company or any of its Subsidiaries or any equity interest in any joint venture held by the Company or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that (i) the consummation of the transactions provided that materials furnished pursuant for in any such agreement for a Divestiture Action (a “Divestiture Agreement”) shall be conditioned upon the Closing or satisfaction of all of the conditions to Closing in a case where the Closing will occur immediately following such Divestiture Action (and where Parent has irrevocably committed to effect the Closing immediately following such Divestiture Action) and (ii) Parent shall indemnify for and hold the Company and its Subsidiaries harmless from all costs, expenses and liabilities incurred by the Company or its Subsidiaries arising from or relating to such Divestiture Agreement (other than any of the foregoing arising from the breach by the Company or any applicable Subsidiary of such Divestiture Agreement). Notwithstanding anything to the contrary in this Section 7.5 may 6.6, nothing contained in this Agreement requires the Company or Parent to take, or cause to be redacted taken, and neither the Company nor Parent shall be required to take, or cause to be taken, any Divestiture Action with respect to all or part of the Texas Eastern Transmission pipeline, the Enbridge Canadian Mainline System or the Enbridge U.S. Mainline System. (e) In furtherance and not in limitation of the covenants of the Parties contained in this Section 6.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened or recommended to be instituted) challenging any transaction contemplated by this Agreement as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable violative of any Antitrust Law, each of the Company and Parent shall use its best efforts to contest and their respective Subsidiaries shall not agree resist any such action or proceeding (or such threat or recommendation) and to have vacated, lifted, reversed or overturned any actionsdecree, restrictions judgment, injunction or conditions with respect to obtaining any Consent other order, whether temporary, preliminary or permanent, that is in connection with effect and that prohibits, prevents or restricts consummation of the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement Merger or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicabletransactions contemplated by this Agreement. (cf) Subject to Section 7.1(b) of such Party’s Disclosure Letterthe terms and conditions set forth in this Agreement, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e)6.6, each of the Company and Parent agree to: to use their reasonable best efforts to obtain the CFIUS Clearance. Such reasonable best efforts shall include, promptly after the date hereof, making or causing to be made any draft and final CFIUS Notices required in accordance with 31 C.F.R. Part 800 and the other requirements of the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, shall prepare and submit the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the transactions contemplated by this Agreement, within the time periods specified by 31 C.F.R. §800.403(a)(3), or otherwise specified by the CFIUS staff, without the need to request an extension of time. Each of Parent and the Company shall, in connection with the efforts to obtain the CFIUS Clearance, (i) promptly make an appropriate response cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to any request by have a Governmental Entity pursuant reasonable opportunity to Antitrust Law for information or documentary material with respect to the Transaction; review in advance and comment on drafts of filings and submissions; (ii) promptly use its inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other Party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 6.6(e), subject to confidentiality considerations contemplated by the DPA or required by CFIUS. Such reasonable best efforts shall also include agreeing to any action, condition or restriction required by CFIUS in connection with the CFIUS Clearance (Aincluding entering into any mitigation agreement with CFIUS as may be required) avoid in order to receive the entry of, CFIUS Clearance as promptly as reasonably practicable and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding event prior to the sixth Business Day prior to the Outside Date, unless the Company, Parent and Merger Sub have irrevocably waived the condition set forth in Section 7.1(e) [CFIUS Clearance] prior to such date. Neither Parent nor the Company shall take or inquiry permit any of its Subsidiaries or Affiliates to take any kind, in the case of each of the foregoing clauses (A) and (B), action that would reasonably be expected to delay, restrain, prevent, enjoin materially delay or otherwise prohibit or make unlawful materially impede the consummation receipt of the Transactions, including, if necessary, proper CFIUS Clearance. Notwithstanding the foregoing or advisable so as anything to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything contrary contained in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to requireAgreement, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions covenants and agreements set forth in Article VIII as they apply to such Party, (iiSection 6.6(a) take, effect or agree to any Regulatory Remedy described in clause (II[Efforts] and this Section 6.6(e) above unless such Regulatory Remedy is conditioned upon constitute the occurrence sole obligations of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate Parties with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect respect to the Transactions (including efforts required to obtain the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationCFIUS Clearance. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement (including this Section 7.26.5), the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to (i) take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and 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 advisable all documentation to effect all necessary notices, notifications, petitions, applications, reports and other Filings filings, (including by filing no later than 10 Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ii) obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, clearances, registrations, approvals, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or and/or any Governmental Entity in order to consummate the TransactionsMerger or any of the other transactions contemplated by this Agreement, executing and delivering (iii) defend any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impedelawsuits or other legal proceedings, interfere withwhether judicial or administrative, prevent challenging this Agreement or materially delay the consummation of the TransactionsMerger or any of the other transactions contemplated by this Agreement and (iv) if agreed to by Parent and the Company, acting jointly and in good faith, obtain all necessary consents, approvals or waivers from third parties. This Section 6.5(a) shall not apply to compliance with Antitrust Laws, which is addressed in clauses (b) – (d) below. (b) The Company Each Party (including on behalf of their respective Subsidiaries) agrees (i) to make appropriate submissions and Parent filings of notification and report forms pursuant to the HSR Act, and, if required, any other Antitrust Law with respect to the Merger as promptly as practicable and in any event by February 1, 2017, unless the Parties agree in writing otherwise, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Antitrust Entity pursuant to the HSR Act or any other Antitrust Law and use its best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 6.5 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain the required approval or clearance pursuant to any other applicable Antitrust Law as soon as reasonably practicable (and in any event no later than the Outside Date). (c) Each Party shall jointly develop use (and consult and shall cause their respective Subsidiaries to use) its best efforts to (i) cooperate in all respects with one another, and consider in good faith the views of one another, each other in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, filing or submitted to, any third party or any submission with a Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus Merger and the Registration Statement). Neither the Company nor Parent shall permit other transactions contemplated by this Agreement and in connection with any of its officers investigation or other Representatives to participate in any substantive meeting, telephone call inquiry by or conference with any before a Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unlessMerger or the other transactions contemplated by this Agreement, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and supply to the other Parties) any material communication received by such Party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Merger or any of the other transactions contemplated by this Agreement, (iii) permit the other Party to review in advance and give reasonable consideration to the other Party’s comments in any material communication to be given by it to any Governmental Antitrust Entity with respect to obtaining any clearances required under any Antitrust Law in connection with the Merger or the other transactions contemplated by this Agreement and (iv) to the extent reasonably practicable, it consults consult with the other Party in advance of any meeting or teleconference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, in each case to the extent such meeting or teleconference is expected to involve substantive discussions regarding any required approvals, litigation or other material aspects of the transactions contemplated by this Agreement, and, to the extent permitted not prohibited by such the Governmental EntityEntity or other Person, gives give the other Party the opportunity to attend and participate thereinin such meetings and teleconferences. Each of the The Parties shall use take reasonable best efforts to furnish to each share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished privilege pursuant to this Section 7.5 may be redacted 6.5 in a manner so as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to preserve the applicable Law, each privilege. (d) Parent (including on behalf of the Company and Parent and their respective Subsidiaries shall its Subsidiaries) will not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including or comparable period under the HSR Act) , EU Merger Regulation or any other Antitrust Law or enter into any agreement with a any Governmental Entity related not to this Agreement or consummate the TransactionsMerger, in each case, without except with the prior written consent of the other PartyCompany. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s Disclosure Letter, neither Parent nor the Company shall, and each of them shall cause their respective Subsidiaries not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth Nothing in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: Agreement shall (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information require Parent to, or documentary material with respect to permit the Transaction; (ii) promptly use its reasonable best efforts to Company to, (A) avoid propose or accept the entry ofsale, and (B) resistdivestiture, vacate, modify, reverse, suspend, prevent, eliminate disposition or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry holding separate of any kind, in the case assets or businesses of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent itself or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal its Affiliates (or holding separate, (y) agreeing to restrictions or actions otherwise take any action that after limits the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more any of its or its Subsidiaries’ businesses, product lines lines, or assets or (zthose of its affiliates) agreeing in order to enter into, modify avoid the entry of or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate to effect the dissolution of any injunction or other action described in clause order (IIwhether temporary, preliminary or permanent), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to which would otherwise have the contrary, neither this Section 7.5 nor effect of preventing or delaying the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any consummation of the conditions set forth in Article VIII as they apply to such Party, Merger; or (B) propose or accept the imposition of conditions; or (ii) take, effect or agree require Parent to (A) expend money to a third party in exchange for any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence consent of the Closing or is effective on or after the Closing any Governmental Entity; or (iiiB) take, effect initiate or agree to defend any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect Legal Proceeding relating to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationTransactions. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other Filings filings (including by filing no later than 10 ten (10) Business Days after the date of this Agreement the notification and report form required under the HSR Act), obtaining ) and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits clearances, Permits and authorizations (“Consents”) necessary necessary, proper or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions. The Company and Parent (A) shall each request early termination of all applicable waiting periods under the HSR Act with respect to the Transactions and (B) the Company and Parent shall not, executing and delivering shall cause their Subsidiaries and Affiliates not to, extend any additional instruments necessary 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 and refraining from taking any action that would reasonably be expected to impedeTransactions, interfere with, prevent or materially delay except with the consummation 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 7.4(c), in no event shall either the Company or Parent or any of their respective Affiliates be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Notwithstanding anything to the contrary contained herein, no action taken by the Company or Parent under this Section 7.4 will constitute a breach of Section 5.1 or Section 6.1, respectively. (b) The Parent and the Company shall each have the right to review in advance, and Parent shall jointly develop and to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with with, all of the form information relating to Parent or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement). Neither the Company nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call meeting or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance andadvance, and to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partythereat. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable. Parent shall be responsible for the payment of all filing fees pursuant to the HSR Act and any other Antitrust Laws in connection with the Transactions. (c) Subject For the avoidance of doubt and notwithstanding anything to Section 7.1(b) of such Party’s Disclosure Letterthe contrary contained in this Agreement, neither and without limiting the foregoing, Parent nor the Company shall, and each of them shall cause their respective its Subsidiaries not and Affiliates to, take any actionand all steps that are within its control to eliminate each and every impediment under the HSR Act or any other Antitrust Law that is asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Transactions as soon as possible, including acquiring and in any assetevent prior to the Outside Date, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5including, but on the terms and subject to the conditions set forth in this Agreementnot limited to, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response commencing or threatening to commence, and vigorously contesting, resisting and defending against, any request Proceeding, whether judicial or administrative, by a or before any Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; other Person, (ii) promptly use its reasonable best efforts seeking to (A) avoid the entry ofhave vacated, and (B) resistlifted, vacatereversed or overturned any stay or Governmental Order, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened whether temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B)permanent, that would reasonably be expected to delayis in effect and that prevents restricts, restrain, prevent, enjoin interferes with or otherwise prohibit or make unlawful delays the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (xiii) proposing, negotiating, committing to and agreeing to selleffecting by consent decree, lease, license, divest or otherwise dispose of, or hold separate pending such dispositionorder or otherwise, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal licensing or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom disposition of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or any assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, businesses of the Company or Parent or any of their respective Subsidiaries or other Affiliates Affiliates, (iv) taking or committing to (i) waive take actions that limit the freedom of action of any of the conditions set forth Company or Parent or any of their respective Subsidiaries or Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in Article VIII as they apply to such Partyrespect of, any of the businesses, product lines or assets of the Company or Parent or any of their respective Subsidiaries or Affiliates, (iiv) takegranting any financial, effect legal or agree other accommodation to any Regulatory Remedy described in clause Person and (IIvi) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) takeproposing, effect or agree negotiating, committing to any Regulatory Remedy that individually or in the aggregate with and effecting any other Regulatory Remedy condition, commitment or remedy of any kind. Parent and Merger Sub shall not take any action, including agreeing to be takenor consummating any merger, effected acquisition or agreed toother transaction, that would reasonably be expected to have a material adverse effect on prevent, restrict or delay (A) the businessreceipt of any consent, operationsregistration, financial condition approval, clearance, permit or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to authorization from any Governmental Entity or any other Person in connection with the Transactions or (including B) the Mergers), it being understood that, for purposes consummation of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determinationthe Transactions. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2)Agreement, the Company and Parent SVF shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable 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 filings and report form required under the HSR Act), obtaining to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periodsapprovals, approvalsclearances, permits and authorizations necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transactions. Notwithstanding anything to the contrary contained herein, in no event shall either the Company or SVF or any of their respective Affiliates be required to pay any consideration to any contractual third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Notwithstanding anything to the contrary contained herein, no action taken by the Company or SVF under this Section 7.3 will constitute a breach of Section 5.1 or Section 6.1, respectively. (“Consents”b) On the terms and subject to the conditions set forth in this Agreement, the Company and SVF shall cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions necessary to obtain as promptly as reasonably practicable all consents, registrations, approvals, clearances, permits and authorizations necessary or advisable to be obtained from any third party; provided, however, that all such third-party or any Governmental Entity in order consents, registrations, approvals, clearances, permits and authorizations may not be obtained, and the respective obligation of each Party to consummate the TransactionsMerger is not subject to all such third-party consents, executing registrations, approvals, clearances, permits and delivering any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactionsauthorizations being obtained. (bc) The SVF and the Company and Parent shall jointly develop and each have the right to review in advance and, to the extent reasonably practicable, each will consult and cooperate in all respects with one another, the other on and consider in good faith the views of one another, the other in connection with all of the form information relating to SVF or the Company, as applicable, and content any of their respective Subsidiaries, that appears in any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus and the Registration Statement)Transactions. Neither the Company nor Parent SVF shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call meeting or conference discussion with any Governmental Entity in respect of any Filingfilings, investigation or otherwise other inquiry relating to the Transactions unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company and Parent and their respective Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Partythereat. In exercising the foregoing rights, each of the Company and Parent SVF shall act reasonably and as promptly as reasonably practicable. SVF and the Company shall share equally in the payment of all filing fees pursuant to the HSR Act and any other Antitrust Laws in connection with the Transactions. (cd) Subject Notwithstanding anything to Section 7.1(bthe contrary contained herein, and without limiting the generality of the foregoing, nothing shall be deemed to require any Affiliates of SVF, other than the Sponsor, to, (i) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of such Party’s Disclosure LetterAffiliate, neither Parent nor (ii) take or commit to take actions that limit the Company shall, and each freedom of them shall cause their respective Subsidiaries not action of such Affiliate with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of such Affiliates, (iii) grant any financial, legal or other accommodation to any Person or (iv) propose, negotiate, commit to or effect any other condition, commitment or remedy of any kind. (e) SVF and Merger Sub shall not take any action, including acquiring agreeing to or consummating any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company and Parent agree to: (i) promptly make an appropriate response to any request by a Governmental Entity pursuant to Antitrust Law for information or documentary material with respect to the Transaction; (ii) promptly use its reasonable best efforts to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction acquisition or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B)transaction, that would reasonably be expected to delay, restrain, prevent, enjoin restrict or otherwise prohibit delay (i) the receipt of any consent, registration, approval, clearance, permit or make unlawful authorization from any Governmental Entity or any other Person in connection with the Transactions or (ii) the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein (I) defending through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ freedom of action or operation with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations (such sale, lease, license divestiture, disposal and holding separate or other action described in clause (II), a “Regulatory Remedy”). (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transactions (including the Mergers), it being understood that, for purposes of clause (iii), any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.

Cooperation; Efforts to Consummate. (a) Upon On the terms and subject to the conditions set forth in this Agreement (including Section 7.2), the Company Versum and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Law to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) and consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable 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 report form required under the HSR Act)Filings, obtaining as promptly as reasonably practicable (and in any event no later than the Outside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations (“Consents”) necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, executing and delivering any additional instruments necessary to consummate the Transactions and refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Transactions. (b) The Company Versum and Parent shall jointly develop and consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made with, or submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement/Prospectus ); provided, however, that to the extent legally permissible and promptly following the Registration Statement)date of this Agreement, Parent shall determine whether filings are to be made in individual European countries or with the European Commission, subject to good faith consultation with Versum prior to taking any material substantive positions with respect to a filing under the Council Regulation (EC) No. 139/2004 of the European Union. Neither the Company Versum nor Parent shall permit any of its officers or other Representatives to participate in any substantive meeting, telephone call or conference with any Governmental Entity in respect of any Filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any Filing, other than confidential or proprietary information not directly related to the Transactions, and to give the other Party reasonable prior notice of any such Filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Entity in connection with the Transactions and the material communications between such Party and such Governmental Entity, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such Filing or communication. Each of the Parties shall promptly furnish the other with copies of all correspondence, Filings (except for the Parties’ initial HSR Act notification filings) and material communications between them and their Affiliates and Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 7.5, provided that materials furnished pursuant to this Section 7.5 may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, each of the Company Versum and Parent and their respective its Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Entity related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company Versum and Parent shall act reasonably and as promptly as reasonably practicable. (c) Subject to Section 7.1(b) of such Party’s the Versum Disclosure Letter, neither Parent nor the Company Versum shall, and each of them shall cause their respective Subsidiaries Affiliates not to, take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, that could reasonably be expected to materially impair, materially adversely affect or materially delay obtaining any Consent or making any Filing contemplated by this Section 7.5 or the timely receipt thereof. (d) Without limiting the generality of the undertakings pursuant to this Section 7.5, but on the terms and subject to the conditions set forth in this Agreement, including Section 7.5(e), each of the Company Versum and Parent agree toto take or cause to be taken the following actions: (i) promptly make an appropriate response subject to any request by a applicable Law, the prompt provision to each and every federal, state, local or foreign court or Governmental Entity pursuant to with jurisdiction over enforcement of any applicable Antitrust Law for or Section 721 (each, a “Governmental Antitrust or Security Entity”) of non-privileged information and documents requested by any Governmental Antitrust or documentary material with respect Security Entity or that are necessary, proper or advisable to permit consummation of the TransactionTransactions; (ii) promptly the prompt use of its reasonable best efforts to take all reasonably necessary, proper or advisable steps to (A) avoid the entry of, and (B) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind, in the case of each of the foregoing clauses (A) and (B), that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the Transactions, including, if necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein including (I) defending the defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Proceeding by any person or entity (including any Governmental Antitrust or Security Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and (II) (x) proposing, negotiating, committing to and agreeing to sell, lease, license, divest or otherwise dispose of, or hold separate pending such disposition, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company or Parent or any of their respective Subsidiaries, and promptly effecting such sale, lease, license, divestiture, disposal or holding separate, (y) agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ (including Versum’s) or Affiliates’ freedom of action or operation operations with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or (z) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of Versum or Parent or either of their respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust or Security Entity giving effect thereto or to such restrictions or actions) (such sale, lease, license license, defense through litigation, divestiture, disposal and holding separate or other action described in clause clauses (I) or (II), a “Regulatory Remedy”)) if such Regulatory Remedy should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions on a schedule as close as possible to that contemplated herein. Nothing in this Section 7.5(d) shall require either Parent or Versum to effectuate or agree to effectuate any Regulatory Remedy unless such Regulatory Remedy is conditioned upon the Closing and only effective following the Closing. (e) Notwithstanding anything in this Section 7.5 to the contrary, neither this Section 7.5 nor the “reasonable best efforts” standard herein shall require, or be construed to require, the Company (x) Versum or Parent or any of their respective Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article VIII as they apply to such Party, Party or (ii) take, effect or agree to any Regulatory Remedy described in clause (II) above unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing Closing, or (iiiy) Parent or any of its Subsidiaries or other Affiliates to take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of (A) Versum and its Subsidiaries, taken as a whole from and after the Effective Time, (B) Parent and its Subsidiaries (excluding Versum and its Subsidiaries), taken as a whole from and after the Effective Time, treating for this purpose the effects of all Regulatory Remedies as if they affected a company the size of, and having the financial and operating metrics of, Versum and its Subsidiaries, taken as a whole, after giving effect to the Transactions or (C) Parent and its Subsidiaries (including Versum and its Subsidiaries), taken as a whole from and after the MergersEffective Time, treating for this purpose the effects of all Regulatory Remedies as if they affected a company twice the size of, and having financial and operating metrics twice the size of, Versum and its Subsidiaries, taken as a whole (any such effect described in clause (A), (B) or (C), a “Burdensome Effect”), it being understood that, that for purposes of clause (iii), ) any proceeds received, or expected to be received, from effecting a Regulatory Remedy shall not be taken into consideration in making such determination. (f) For the avoidance of doubt, the Company Versum and Parent shall use reasonable best efforts to cooperate with each other and work in good faith in formulating any Regulatory Remedy.