Common use of COVENANTS OF PARENT AND THE COMPANY Clause in Contracts

COVENANTS OF PARENT AND THE COMPANY. The parties hereto agree that: Section 9.01 Efforts (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) The Parties shall use their commercially reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their commercially reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

COVENANTS OF PARENT AND THE COMPANY. The parties hereto agree that: Section 9.01 7.1 Reasonable Best Efforts. (a) Subject to the terms Section 5.2, Section 7.1(b) and conditions of this AgreementSection 7.1(c), the Company and Parent shall each cooperate with the other and use (and shall cause their commercially respective Subsidiaries to use) their respective reasonable best efforts to take, promptly (i) take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things necessary, proper or advisable under Applicable Law this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable, including (i) including, without limitation, preparing and filing as promptly as practicable with any Governmental Authority or other third party and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, and (ii) obtaining and maintaining obtain as soon as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. The Company and Parent shall submit the notifications required under the HSR Act relating to the Merger within ten (10) Business Days of the date of this Agreement and shall prepare and file such other materials as may be required under any applicable laws relating to the Merger in the jurisdictions set forth on Section 7.1(a) of the Company Disclosure Schedules as promptly as practicable following the date of this Agreement. Prior to Closing, and subject to applicable laws relating to the exchange of information, the Company and Parent shall each keep the other apprised of the status of matters relating to the completion of the Merger and work cooperatively in connection with obtaining all required approvals or consents of any governmental agency, body, authority or entity in connection with the Merger. The Company and Parent shall have the right to review in advance, and each will consult the other to provide any necessary information with respect to all filings made with, or written materials submitted to, any third party and/or any governmental agency, body, authority or entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent shall each promptly inform the other party, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communication from any governmental agency, body, authority or entity regarding the Merger, and provide the other party with the opportunity to participate in any meeting, teleconference, or videoconference with any governmental agency, body, authority or entity in respect of any filing, investigation or other inquiry in connection with the Transactions; provided that notwithstanding anything to the contrary in this Section 7.1, Parent shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any (x) antitrust, competition or trade regulation law that may be asserted by any governmental agency, body, authority or entity with respect to the Merger (collectively, “Antitrust Laws”) or (y) other applicable laws and shall do so in a manner reasonably designed to obtain any such clearance, consents, approvals or waiting period expirations or terminations, as promptly as reasonably practicable and, in any event prior to the End Date; but provided, further, that the foregoing shall not limit in any respect any party’s obligations under this Agreement. If either party receives a request for additional information or documentary material from any governmental agency, body, authority or entity with respect to the Merger, then such party will use its reasonable best efforts to make, or cause to be made, as promptly as practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to applicable laws or any request made by any applicable governmental agency, body, authority or entity (including the staff thereof), the Company and Parent shall each furnish to each other copies of all correspondence, filings (other than the notifications required under the HSR Act) and written communications between it and any such governmental agency, body, authority or entity with respect to this Agreement and the Merger, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such governmental agency, body, authority or entity; provided that materials provided pursuant to this Section 7.1(a) may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual obligations, and (z) as necessary to address reasonable privilege or confidentiality concerns. (b) Without limiting Section 7.1(a), Parent and the Company shall, subject to Section 7.1(c), as applicable: (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the End Date (as defined in Section 9.1(b)(i)), including without limitation defending through litigation on the merits (including appeal) any claim asserted in any court by any Person; and (ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Laws or any other applicable law so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Parent, the Company and their respective Subsidiaries and (y) otherwise taking or committing to take actions that after the Closing Date would limit Parent or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Parent, the Company and their respective Subsidiaries, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any lawsuit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing. Parent and, if requested by Parent, the Company shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Parent or Parent’s Subsidiaries’ ability to retain, any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries; provided that any such action is conditioned upon the consummation of the Merger. The Company agrees and acknowledges that, notwithstanding anything to the contrary in this Section 7.1 or any other provision of this Agreement, in connection with any filing or submission required, action to be taken or commitment to be made by Parent, the Company or any of their respective Subsidiaries to consummate the Merger or other transactions contemplated by this Agreement, neither the Company nor any of the Company’s Subsidiaries shall, without Parent’s prior written consent, sell, divest, or dispose of any assets, exclusively license any material Company Intellectual Property, commit to any sale, divestiture or disposal of businesses, product lines or assets of the Company and (iii) cooperating the Company’s Subsidiaries or any exclusive license of material Company Intellectual Property or take any other action or commit to take any action that would limit the extent reasonable Company’s, Parent’s or any of their respective Subsidiaries’ freedom of action with respect to, or their ability to retain any of, their businesses, product lines or assets or material Company Intellectual Property; provided that the other parties hereto in their efforts to comply with their foregoing shall not relieve any party of its obligations under this Agreement. (bc) The Parties Notwithstanding anything else contained herein, neither the provisions of this Section 7.1 nor any other provision of this Agreement shall use their commercially reasonable best be construed to require Parent or any of Parent’s Subsidiaries to undertake (or to request or authorize the Company or any of the Company’s Subsidiaries to undertake and the Company shall not, and shall not permit any of its Subsidiaries to take, without Parent’s prior written consent) any efforts or to take any action if such efforts or action would, or would reasonably be expected to: , result in a Substantial Detriment. “Substantial Detriment” shall mean any one of the following (i1) take changes or effects which would, individually or in the aggregate (and after giving effect to any reasonably expected proceeds of any divestiture or sale of assets, if applicable), result in, or be reasonably likely to result in, a material adverse effect on the financial condition, business, assets or continuing results of operations of the Company and its Subsidiaries, taken as a whole, at or after the Effective Time; provided that any requirement to divest or hold separate, or limit the operation of, any division, Subsidiary, interest, business, product line, asset or property relating to the operations conducted by Parent and its Subsidiaries prior to the Effective Time shall be deemed to constitute a Substantial Detriment if such action with respect to a comparable amount of assets or businesses of the Company and its Subsidiaries, taken together with all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (taken pursuant to any Applicable Law this Section 7.1, would be reasonably likely, in the aggregate, to have a material adverse effect on the financial condition, business, assets or contractcontinuing results of operations of the Company and its Subsidiaries, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party taken as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire whole or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (152) days and use their commercially reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding notwithstanding anything to the contrary hereinin this Section 7.1(c) or elsewhere in this Agreement (but subject to the immediately following proviso) a requirement for Parent or any of its Subsidiaries (including at or after the Closing, neither Party shall be the Company and any of its Subsidiaries) to provide prior notice to, or to obtain prior approval from any governmental agency, body, authority or entity; provided, that subject to and as specified in Section 7.1(c) of the Company Disclosure Schedules, Parent shall, if required to by an applicable governmental agency, body, authority or entity, agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliatesrequirement to provide prior notice to, or to obtain prior approval from, any governmental agency, body, authority or entity to the imposition of any material limitation on the ability of any of the foregoing extent such requirement is immaterial to conduct their respective businesses or to own or exercise control of their respective assets and propertiesParent.

COVENANTS OF PARENT AND THE COMPANY. The parties hereto agree that: Section 9.01 8.01 Efforts . (a) Subject to Section 8.01(b) and Section 8.01(c) and the terms and conditions of set forth in this Agreement, each of the Company and Parent shall use their commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under Applicable applicable Law or Order to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) preparing and filing Agreement as promptly as practicable (and in any event no later than the End Date). Without limiting the generality of the foregoing, subject to Section 8.01(b) and Section 8.01(c) and the terms and conditions set forth in this Agreement, each of Parent, Merger Sub and the Company shall cooperate with the other and use, and shall cause each of its respective Subsidiaries to use, their respective reasonable best efforts to (i) prepare and file as promptly as practicable, and in any Governmental Authority event within the time prescribed by any applicable Law or other third party Competition Law, all documentation to effect all necessary filings, notices, petitions, statementsreports and other filings and to obtain as promptly as practicable all consents, registrations, submissions of informationapprovals, applications permits and other documents necessaryauthorizations necessary or advisable to be obtained from, or renewed with, any Governmental Authority (including the Consents and Approvals), in the reasonable judgment of Parent or the Company, advisable each case in order to consummate as promptly as practicable the transactions contemplated by this Agreement, (ii) obtaining and maintaining furnish as promptly as practicable all approvalsinformation to any Governmental Authority as may be required by such Governmental Authority in connection with the foregoing, (iii) obtain all consents, registrations, permitsapprovals, permits and authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to be obtained from, or renewed with, any other Person (including the Consents and Approvals), in each case in order to consummate as promptly as practicable the transactions contemplated by this Agreement; provided, that under no circumstances shall the Company or any of its Subsidiaries be required to make any payment to any Person to secure such Person’s consent and (iv) obtain all consents, approvals and authorizations that are necessary or advisable as a result of the transactions contemplated hereby under (A) any Contract to which the Persons listed on Section 8.01(a)(iv)(A) of the Company Disclosure Letter is a party and (B) if requested by Parent, any Contract to which the Persons listed on Section 8.01(a)(iv)(B) of the Company Disclosure Letter is a party; provided, further, that, the failure to obtain any of the consents, registrations, approvals, permits or authorizations referenced in clauses (iii) or (iv) above (other than any consents, approvals or events required pursuant to Section 9.01(c) and Section 9.01(d)) shall not constitute the failure to satisfy a condition to the obligation of either Party to consummate the transactions contemplated by this Agreement, . Notwithstanding the foregoing and without limiting the generality thereof: (iiix) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) The Parties shall use their commercially reasonable best efforts to: (iA) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority prepare and file a notification with respect to the transactions contemplated by this Agreement; Agreement pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice within ten (10) Business Days from the date hereof, (B) seek early termination of any waiting periods under the HSR Act and (iiiC) take, to the extent required by applicable Law or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contractan Advisory Contract, or otherwiseinform each Advisory Client (and other required Persons) by such Party in connection with writing of the transactions contemplated by this Agreement by sending such Advisory Client a notice thereof, in form and substance reasonably satisfactory to make effective Parent, and use reasonable best efforts to seek such transactions. If Advisory Client’s (and other required Persons’) consent to the continuation of its applicable Advisory Contract (except for any Governmental Authority seeks amendments approvals of the board of trustees or shareholders of the Public Funds, which are addressed in Section 6.04); provided, however, that, to the extent consistent with applicable Law or SEC pronouncements or unless affirmative consent is required by the applicable Advisory Contract, such consent may take the form of a so-called implied or negative consent; (x) the Parties shall, and shall cause their respective Subsidiaries and Representatives to, and the Company shall use reasonable best efforts to cause its applicable Joint Ventures to, prepare and, as promptly as practicable following the date of this Agreement, submit or cause to be submitted to the FCA each required FSMA Section 178 Notification with respect to the transactions contemplated by this Agreement or commitments (provided, that the Company shall not be required to be undertaken by cause any Party as a condition such Joint Venture to refraining from seeking take any action to block the extent the Company does not have the right to cause such transactions, allowing Joint Venture to take such action pursuant to the terms of the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, Joint Venture Agreement); (y) the Parties shall, and shall commence cause their respective Subsidiaries and conduct good faith negotiations with each other for no less than fifteen (15) days Representatives to, and the Company shall use their commercially reasonable best efforts to agree upon amendments cause its applicable Joint Ventures to, prepare and, as promptly as practicable following the date of this Agreement, submit or cause to this Agreement which are necessary in order be submitted any and all filings with the JFSC to resolve obtain the issues raised by such Governmental Authority and permit the consummation of JFSC Approval with respect to the transactions contemplated hereby. Notwithstanding anything to by this Agreement (provided, that the contrary herein, neither Party Company shall not be required to agree cause any such Joint Venture to take any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or action to the imposition of any material limitation on extent the ability of any Company does not have the right to cause such Joint Venture to take such action pursuant to the terms of the foregoing applicable Joint Venture Agreement); and (z) the Company shall prepare and, as promptly as practicable following the date of this Agreement, submit or cause to conduct their respective businesses be submitted to FINRA for each Subsidiary of the Company that is a Broker-Dealer, a substantially complete Continuing Membership Application (“CMA”) for approval of a change in control or ownership pursuant to own FINRA (NASD) Rule 1017(a)(4) satisfying the standards of FINRA (NASD) Rule 1014. The Parties acknowledge and agree that nothing contained in this Agreement shall obligate the Company prior to the Closing to make or exercise control cause to be made for any Subsidiary of their respective assets and propertiesthe Company that is a Broker-Dealer an application to FINRA for approval of a material change in business pursuant to FINRA (NASD) Rule 1017(a)(5), except to the extent required by FINRA.

COVENANTS OF PARENT AND THE COMPANY. The parties hereto agree that: Section 9.01 Efforts (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use their commercially reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their commercially reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

COVENANTS OF PARENT AND THE COMPANY. The parties hereto agree that: Section 9.01 Efforts7.1 BEST EFFORTS. (a) Subject to the terms Sections 5.2, 7.1(b) and conditions of this Agreement7.1(c), the Company and Parent shall each cooperate with the other and use (and shall cause their commercially reasonable respective Subsidiaries to use) their respective best efforts to take, promptly (i) take or cause to be takentaken all necessary actions, all actions and to do, do or cause to be donedone all things, all things necessary, proper or advisable under Applicable Law this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable, including (i) including, without limitation, preparing and filing as promptly as practicable with any Governmental Authority or other third party and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, and (ii) obtaining and maintaining obtain as soon as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, the Company and Parent shall have the right to review in advance, and (iii) cooperating to the extent reasonable practicable each will consult the other on any filing made with, or written materials submitted to, any third party and/or any governmental authority in connection with the Merger and the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) The Parties shall use their commercially reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; . The Company and (iii) takeParent shall provide the other party with the opportunity to participate in any meeting with any governmental entity in respect of any filing, investigation or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party other inquiry in connection with the transactions contemplated by hereby; PROVIDED that Parent will lead all such processes; PROVIDED FURTHER that the foregoing shall not limit in any respect any party's obligations under this Agreement and to make effective such transactionsAgreement. If any Governmental Authority seeks amendments Prior to the transactions contemplated by this Agreement Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to, enter into or commitments agree to enter into any agreement for the acquisition of any business or Person which acquisition would reasonably be undertaken by any Party as a condition expected to refraining from seeking materially impair Parent's ability to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their commercially reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of consummate the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

COVENANTS OF PARENT AND THE COMPANY. The parties hereto agree that: Section 9.01 8.1 Reasonable Best Efforts. (a) Subject Prior to the terms Closing, Parent, Merger Sub and conditions of this Agreement, the Company and Parent shall use their respective commercially reasonable best efforts to (x) take, or cause to be taken, all actions actions, and to (y) do, or cause to be done, all things necessary, proper or advisable under any Applicable Law Laws to consummate and make effective the transactions contemplated by this AgreementAgreement as promptly as practicable, including using commercially reasonable best efforts in (i) preparing the preparation and filing as promptly as practicable with any Governmental Authority or other third party of all documentation forms, registrations and notices required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable be filed to consummate the transactions contemplated by this Agreement, (ii) obtaining (and maintaining cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any Third Party, including any Governmental Authority (which actions shall include furnishing all approvals, consents, registrations, permits, authorizations information required under the HSR Act and in connection with approvals of or filings with any other confirmations Governmental Authority) required to be obtained from or made by Parent, Merger Sub, the Company or any Governmental Authority or other third party that are necessary, proper or advisable of their respective Subsidiaries in connection with the transactions contemplated by this Agreement and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement, Agreement and (iii) cooperating to fully carry out the extent reasonable with the other parties hereto in their efforts to comply with their obligations under purposes of this Agreement. Additionally, each of Parent and the Company shall use commercially reasonable best efforts not to take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Authority necessary to be obtained prior to Closing. (b) The Parties Prior to the Closing, each party shall promptly consult with the other parties to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of), all filings made by such party with any Governmental Authority or any other information supplied by such party to, or correspondence with, a Governmental Authority in connection with this Agreement and the transactions contemplated by this Agreement. Each party to this Agreement shall promptly inform the other parties to this Agreement of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party to this Agreement or any Affiliate of such party receives a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement, then such party shall use their commercially reasonable best efforts to: to make, or cause to be made, promptly and after consultation with the other parties to this Agreement, an appropriate response in compliance with such request. (ic) take all other actions necessary The Company and Parent shall use commercially reasonable best efforts to cause the expiration or termination of any applicable waiting periods under Applicable Law file, as soon promptly as practicable; , but in any event no later than ten (ii10) Business Days after the date of this Agreement, notifications under the HSR Act and shall use reasonable best efforts to respond, as promptly as practicable, to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond, as promptly as practicable, to all inquiries and requests received from any state Attorney General or other Governmental Authority in connection with antitrust matters. (d) Each of Parent and the Company shall use commercially reasonable best efforts to resolve any objections which such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (iii) takecollectively, or cause “Antitrust Laws”). Each of Parent and the Company shall use reasonable best efforts to take such action as may be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. (pursuant e) Company and Parent shall cooperate with respect to the preparation and submission as promptly as practicable following the date of this Agreement, of a joint filing and any Applicable Law requested supplemental information (collectively, the “Joint Filing”) to the Committee on Foreign Investment in the United States (including any successor or contractreplacement, or otherwise“CFIUS”) by such Party in connection under Exon-Xxxxxx with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority seeks amendments regard to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties Agreement. The parties shall commence and conduct good faith negotiations with promptly provide each other for no less than fifteen (15) days with all information necessary to complete preparation and submission of the Joint Filing, to respond to any inquiries from CFIUS or any other interested Governmental Authority and use their commercially reasonable best efforts to agree upon amendments take all steps necessary to this Agreement which are necessary in order to resolve secure the issues raised by such Governmental Authority and permit the consummation approval of CFIUS of the transactions contemplated herebyhereby as promptly as practicable (“CFIUS Approval”). Without limiting the foregoing, the requirement of Parent to use its commercially reasonable best efforts to obtain the CFIUS Approval shall include negotiating and entering into one or more mitigation agreements with a federal Governmental Authority, provided that such mitigation agreements would not result in a Company Material Adverse Effect. (f) Notwithstanding anything to the contrary herein, neither Party nothing in this Agreement shall be required require Parent or any of its Affiliates to agree to (i) litigate with any Governmental Authority, (ii) divest any material divestiture, sale, license business or Lien of any properties, assets or businesses any of the shares of the Company or any of its Subsidiaries, (iii) divest, hold separate or otherwise accept limitations on ownership or control by Parent or any Party or of its Affiliates of any of their respective Affiliatesexisting businesses, assets or the imposition of any material limitation properties or on the ability operation of the business of Parent or any of its Affiliates (other than the foregoing to conduct their respective businesses Company) or to own (iv) agree that a majority of the directors of Parent, any of its Affiliates or exercise control of their respective assets and propertiesthe Company or any of its Subsidiaries be residents or citizens of the United States.