Common use of Efforts and Assistance; HSR Act Clause in Contracts

Efforts and Assistance; HSR Act. (a) Subject to the terms and conditions hereof, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, obtaining all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Entities or other Third Parties and satisfying the conditions applicable to such party that are contained herein. Each party shall also refrain from taking, directly or indirectly, any action which would impair such party’s ability to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall use commercially reasonable best efforts to (i) take all action necessary or desirable so that no Takeover Statute or similar statute or regulation is or becomes applicable to the Merger or any of the other transactions contemplated by this Agreement and (ii) if any Takeover Statute or regulation becomes applicable to any of the foregoing, take all action necessary so that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and such other transactions. Each of the Company and Acquiror will use their reasonable best efforts to ensure that neither the execution, delivery and performance of this Agreement nor the consummation of the Merger or any of the other transactions contemplated hereby or thereby constitute (a) a control share acquisition under Sections 60.801 through 60.816 of the OBCA or any applicable Takeover Statute or (b) a prohibited business combination under Section 60.835 of the OBCA or any applicable Takeover Statute. (b) The Company, Parent and Acquiror shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement. Each of the Company, Parent and Acquiror will, and will cause its respective Subsidiaries, if any, to take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, approval, waiver, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private Third Party required to be obtained or made by the Company, Parent and Acquiror or any of their respective Subsidiaries, if any, in connection with the Merger or the taking of any action contemplated by this Agreement. (c) The Company, Parent and Acquiror shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions contemplated by this Agreement. Parent, Acquiror and the Company shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company, Parent and Acquiror undertakes and agrees to file as soon as reasonably practicable notifications under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each of the parties further agrees to respond as fully and promptly as practicable to any inquiries and/or requests for information or documents received from any Governmental Entity in connection with antitrust matters related to the Merger or the other transactions contemplated by this Agreement. None of the Company, Parent or Acquiror shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (e) Parent and the Company shall, from the date hereof until the End Date, use their respective commercially 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. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of stores of Parent or Company that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Provided that such actions are consistent with the foregoing, Parent shall have the right to determine, after full consultation with the Company and consideration of the Company’s views, whether to contest through litigation on the merits, negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of assets or business of Parent and/or the Company or, effective as of the Effective Time, the Surviving Corporation or their respective Subsidiaries, asserted by any Governmental Entity in connection with antitrust matters which would operate to hinder or delay the Effective Time. Parent shall have the right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, provided that Parent shall afford the Company a reasonable opportunity to participate therein (subject to Parent’s direction and control), and the Company and Parent each agrees to reasonably cooperate with the other with respect thereto to facilitate the Closing. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the stores of the Company, provided that any such action shall be conditioned upon the consummation of the Merger. (f) Each of the Company, Parent and Acquiror (and/or their respective outside counsel, as appropriate) shall cooperate fully with one another in connection with any review or request for information by any Governmental Entity related to antitrust matters, including by apprising each other of communications, providing copies of documents as appropriate, and participating jointly in meetings, where advisable and permitted by the Governmental Entity involved.

Efforts and Assistance; HSR Act. (a) Subject to the terms and conditions hereof, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Documents as promptly as practicable, including, without limitation, obtaining all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Entities or other Third Parties and satisfying the conditions applicable to such party that are contained hereinthird parties. Each party shall also refrain from taking, directly or indirectly, any action which would impair such party’s ability to consummate the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Documents. Without limiting the foregoing, the Company shall use commercially its reasonable best efforts to (i) take all action necessary or desirable so that no Takeover Statute anti-takeover laws and regulations or similar statute laws or regulation is regulations are or becomes become applicable to the Merger or any of the other transactions contemplated by this Agreement and the Ancillary Documents and (ii) if any Takeover Statute anti-takeover law or regulation becomes applicable to any of the foregoing, take all action necessary so that the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents may be consummated as promptly as practicable on the terms contemplated in this Agreement and/or the Ancillary Documents, as the case may be, and otherwise to minimize the effect of such statute or regulation on the Merger and such other transactions. Each of the Company and Acquiror will use their reasonable best efforts to ensure that neither the execution, delivery and performance of this Agreement nor the consummation of the Merger or any of the other transactions contemplated hereby or thereby constitute (a) a control share acquisition under Sections 60.801 through 60.816 of the OBCA or any applicable Takeover Statute or (b) a prohibited business combination under Section 60.835 of the OBCA or any applicable Takeover Statute. (b) The Company, Parent Purchaser and Acquiror Merger Sub shall cooperate with one another in determining whether any action by or in respect of, or filing filing, including, without limitation, any Regulatory Filing, with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement. Each of the Company, Parent Purchaser and Acquiror Merger Sub will, and will cause its respective Subsidiariessubsidiaries, if any, to take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, approval, waiver, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private Third Party required to be obtained or made by the Company, Parent Purchaser and Acquiror Merger Sub or any of their respective Subsidiariessubsidiaries, if any, in connection with the Merger or the taking of any action contemplated by this AgreementAgreement or the Ancillary Documents. (c) The Company, Parent Purchaser and Acquiror Merger Sub shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions contemplated by this Agreement. ParentThe Company, Acquiror Purchaser and the Company Merger Sub shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Documents. (d) Each If required, each of the Company, Parent Purchaser and Acquiror undertakes and agrees Merger Sub shall take all reasonable action necessary to file as soon as reasonably practicable notifications under the HSR Act with and any other applicable Law governing antitrust or competition matters, including, without limitation, Foreign Antitrust Laws and respond as promptly as practicable to any inquiries from the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each of the parties further agrees for additional information or documentation and to respond as fully and promptly as practicable to any all inquiries and/or and requests for information or documents received from any state attorney general or other Governmental Entity in connection with antitrust matters related to the Merger or the other transactions contemplated by this Agreement. None of Agreement and the Company, Parent or Acquiror shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayedAncillary Documents. (e) Parent and the Company shall, from the date hereof until the End Date, use their respective commercially 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. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of stores of Parent or Company that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Provided that such actions are consistent with the foregoing, Parent shall have the right to determine, after full consultation with the Company and consideration of the CompanyAt Purchaser’s views, whether to contest through litigation on the merits, negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of assets or business of Parent and/or the Company or, effective as of the Effective Time, the Surviving Corporation or their respective Subsidiaries, asserted by any Governmental Entity in connection with antitrust matters which would operate to hinder or delay the Effective Time. Parent shall have the right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, provided that Parent shall afford the Company a reasonable opportunity to participate therein (subject to Parent’s direction and control), and the Company and Parent each agrees to reasonably cooperate with the other with respect thereto to facilitate the Closing. At the request of Parentrequest, the Company shall agree use its best efforts to divest, hold separate or otherwise take or commit obtain the consent to take any action that limits its freedom the cancellation of action with respect to, or its ability each holder of Options to retain, any of purchase Class A Common Stock where the stores of per share exercise price for such Options exceeds the Company, provided that any such action shall be conditioned upon the consummation of the MergerMerger Consideration. (f) Each of the Company, Parent and Acquiror (and/or their respective outside counsel, as appropriate) shall cooperate fully with one another in connection with any review or request for information by any Governmental Entity related to antitrust matters, including by apprising each other of communications, providing copies of documents as appropriate, and participating jointly in meetings, where advisable and permitted by the Governmental Entity involved.

Efforts and Assistance; HSR Act. (a) Subject to the terms and conditions hereof, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including, without limitation, obtaining all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Entities or other Third Parties and satisfying the conditions applicable to such party that are contained herein. Each party shall also refrain from taking, directly or indirectly, any action which would impair such party’s 's ability to consummate the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Without limiting the foregoing, the Company shall use commercially reasonable best efforts to (i) take all action necessary or desirable so that no Takeover Statute or similar statute or regulation is or becomes applicable to the Merger or any of the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) if any Takeover Statute or regulation becomes applicable to any of the foregoing, take all action necessary so that the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated in this Agreement and/or the Ancillary Agreements, as the case may be, and otherwise to minimize the effect of such statute or regulation on the Merger and such other transactions. Each of the Company and Acquiror will use their reasonable best efforts to ensure that neither the execution, delivery and performance of this Agreement or any of the Ancillary Agreements nor the consummation of the Merger or any of the other transactions contemplated hereby or thereby constitute (a) a control share acquisition under Sections 60.801 through 60.816 of the OBCA or any applicable Takeover Statute or (b) a prohibited business combination under Section 60.835 of the OBCA or any applicable Takeover Statute. (b) The Company, Parent and Acquiror shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement. Each of the Company, Parent and Acquiror will, and will cause its respective Subsidiaries, if any, to take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, approval, waiver, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private Third Party required to be obtained or made by the Company, Parent and Acquiror or any of their respective Subsidiaries, if any, in connection with the Merger or the taking of any action contemplated by this AgreementAgreement or the Ancillary Agreements. (c) The Company, Parent and Acquiror shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions contemplated by this Agreement. Parent, Acquiror and the Company shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementAgreement or the Ancillary Agreements. (d) Each If required, each of the Company, Parent and Acquiror undertakes and agrees shall take all reasonable action necessary to file as soon as reasonably practicable notifications under the HSR Act with and to respond as promptly as practicable to any inquiries from the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each of the parties further agrees for additional information or documentation and to respond as fully and promptly as practicable to any all inquiries and/or and requests for information or documents received from any state attorney general or other Governmental Entity in connection with antitrust matters related to the Merger or the other transactions contemplated by this Agreement. None of the Company, Parent or Acquiror shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (e) Parent Agreement and the Company shall, from the date hereof until the End Date, use their respective commercially 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. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of stores of Parent or Company that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Provided that such actions are consistent with the foregoing, Parent shall have the right to determine, after full consultation with the Company and consideration of the Company’s views, whether to contest through litigation on the merits, negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of assets or business of Parent and/or the Company or, effective as of the Effective Time, the Surviving Corporation or their respective Subsidiaries, asserted by any Governmental Entity in connection with antitrust matters which would operate to hinder or delay the Effective Time. Parent shall have the right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, provided that Parent shall afford the Company a reasonable opportunity to participate therein (subject to Parent’s direction and control), and the Company and Parent each agrees to reasonably cooperate with the other with respect thereto to facilitate the Closing. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the stores of the Company, provided that any such action shall be conditioned upon the consummation of the MergerAncillary Agreements. (f) Each of the Company, Parent and Acquiror (and/or their respective outside counsel, as appropriate) shall cooperate fully with one another in connection with any review or request for information by any Governmental Entity related to antitrust matters, including by apprising each other of communications, providing copies of documents as appropriate, and participating jointly in meetings, where advisable and permitted by the Governmental Entity involved.

Efforts and Assistance; HSR Act. (a) Subject to the terms and conditions hereof, and other than with respect to those matters governed by Section 7.5 hereof, which shall be governed by Section 7.5 hereof, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Documents as promptly as practicable, including, without limitation, negotiating mutually acceptable forms of Note Documents consistent with the terms and provisions set forth in the Description of Notes and obtaining all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Entities or other Third Parties and satisfying third parties; provided, however, that no representation, warranty, covenant or agreement of the conditions applicable Company herein shall be breached or not satisfied as a result of the failure to obtain any such party that are contained hereinconsents, waivers, approvals, authorizations, Permits or orders. Each party shall also refrain from taking, directly or indirectly, any action which would materially impair such party’s ability to consummate the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Documents. Without limiting the foregoing, the Company shall use commercially its reasonable best efforts to (i) take all action necessary or desirable so that no Takeover Statute fair price, moratorium, control share acquisition or other anti-takeover laws and regulations or similar statute laws or regulation is regulations are or becomes become applicable to the Merger or any of the other transactions contemplated by this Agreement and the Ancillary Documents and (ii) if any Takeover Statute fair price, moratorium, control share acquisition or other anti-takeover law or regulation becomes applicable to any of the foregoing, take all action necessary so that the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents may be consummated as promptly as practicable on the terms contemplated in this Agreement and/or the Ancillary Documents, as the case may be, and otherwise to minimize the effect of such statute or regulation on the Merger and such other transactions. Each of the Company and Acquiror will use their reasonable best efforts to ensure that neither the execution, delivery and performance of this Agreement nor the consummation of the Merger or any of the other transactions contemplated hereby or thereby constitute (a) a control share acquisition under Sections 60.801 through 60.816 of the OBCA or any applicable Takeover Statute or (b) a prohibited business combination under Section 60.835 of the OBCA or any applicable Takeover Statute. (b) The Company, Parent Purchaser and Acquiror Merger Sub shall cooperate with one another in determining whether any action by or in respect of, or filing filing, including, without limitation, any Regulatory Filing, with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required pursuant to be obtained from parties to the terms of any Material Contracts, in connection with the consummation of the transactions contemplated by this AgreementAgreement or the Ancillary Documents. Each of the Company, Parent Purchaser and Acquiror Merger Sub will, and will cause its respective Subsidiaries, if any, to take all reasonable actions necessary to attempt to obtain (and will cooperate with each other in obtaining) any consent, approval, waiver, authorization, order or approval of, or any exemption by, (i) any Governmental Entity or (ii) other public or private Third Party requested by Purchaser or the Company in writing to the other, in each case solely to the extent required to be obtained or made by the Company, Parent Purchaser and Acquiror Merger Sub or any of their respective Subsidiaries, if any, Subsidiaries in connection with the Merger or the taking of any action transactions contemplated by this AgreementAgreement or the Ancillary Documents; provided, however, that no representation, warranty, covenant or agreement of the Company herein shall be breached or not satisfied as a result of the failure to obtain any such consent, approval, waiver, authorization, order, approval or exemption. (c) The Company, Parent Purchaser and Acquiror Merger Sub shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions contemplated by this Agreement. ParentThe Company, Acquiror Purchaser and the Company Merger Sub shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Documents. (d) Each If required, each of the Company, Parent Purchaser and Acquiror undertakes and agrees Merger Sub shall take all reasonable action necessary to file as soon as reasonably practicable practicable, but in no event later than the 10th business day following the date hereof, notifications under the HSR Act with and any other applicable Law governing antitrust or competition matters, including, without limitation, Foreign Antitrust Laws, and respond as promptly as practicable to any inquiries from the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each of the parties further agrees for additional information or documentation and to respond as fully and promptly as practicable to any all inquiries and/or and requests for information or documents received from any state attorney general or other Governmental Entity in connection with antitrust matters related to the Merger or the other transactions contemplated by this Agreement. None Agreement and the Ancillary Documents and use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.3 to cause the expiration or termination of the Companyapplicable waiting periods, Parent or Acquiror receipt of required authorizations, as applicable, under the HSR Act; provided that and notwithstanding the foregoing, nothing in this Agreement will require Purchaser, any of its subsidiaries, Merger Sub or the Surviving Corporation to take or refrain from taking any action that would (A) restrict, prohibit or limit the ownership or operation by Purchaser or Merger Sub or their Subsidiaries of all or any material portion of the business or assets of the Company and its Subsidiaries taken as a whole or compel Purchaser or Merger Sub or any of their respective subsidiaries to dispose of or hold separately all or any material portion of the business or assets of Purchaser and its Subsidiaries (including the Surviving Corporation) taken as a whole, or impose any material limitation, restriction or prohibition on the ability of Purchaser and its Subsidiaries (including the Surviving Corporation) taken as a whole to conduct its business or own such assets, or (B) impose material limitations on the ability of Purchaser or the Merger Sub to consummate the Merger or the transactions contemplated hereby. Without limiting the foregoing, the parties shall request and shall use their respective reasonable best efforts to obtain early termination of the waiting period under the HSR Act. No party shall voluntarily extend any waiting period under the HSR Act or enter into any agreement with the FTC any Governmental Entity to delay or the Antitrust Division not to consummate the Merger or any of the other transactions contemplated by this Agreement, Agreement except with the prior written consent of the other parties hereto, which party (such consent shall not to be unreasonably withheld or delayed. (e) Parent delayed and which reasonableness shall be determined in light of each party’s obligation to do all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Merger and the Company shall, from the date hereof until the End Date, use their respective commercially 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. Notwithstanding anything to the contrary in other transactions contemplated by this Agreement, Parent shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of stores of Parent or Company that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Provided that such actions are consistent with the foregoing, Parent shall have the right to determine, after full consultation with the Company and consideration of the Company’s views, whether to contest through litigation on the merits, negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of assets or business of Parent and/or the Company or, effective as of the Effective Time, the Surviving Corporation or their respective Subsidiaries, asserted by any Governmental Entity in connection with antitrust matters which would operate to hinder or delay the Effective Time. Parent shall have the right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, provided that Parent shall afford the Company a reasonable opportunity to participate therein (subject to Parent’s direction and control), and the Company and Parent each agrees to reasonably cooperate with the other with respect thereto to facilitate the Closing. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the stores of the Company, provided that any such action shall be conditioned upon the consummation of the Merger. (f) Each of the Company, Parent and Acquiror (and/or their respective outside counsel, as appropriate) shall cooperate fully with one another in connection with any review or request for information by any Governmental Entity related to antitrust matters, including by apprising each other of communications, providing copies of documents as appropriate, and participating jointly in meetings, where advisable and permitted by the Governmental Entity involved.

Efforts and Assistance; HSR Act. (a) Subject to the terms and conditions hereof, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including, without limitation, obtaining all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Entities or other Third Parties and satisfying the conditions applicable to such party that are contained hereinParties. Each party shall also refrain from taking, directly or indirectly, any action which would impair such party’s 's ability to consummate the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Without limiting the foregoing, the Company shall use commercially reasonable best efforts to (i) take all action necessary or desirable so that no Takeover Statute or similar statute or regulation is or becomes applicable to the Merger or any of the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) if any Takeover Statute or regulation becomes applicable to any of the foregoing, take all action necessary so that the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated in this Agreement and/or the Ancillary Agreements, as the case may be, and otherwise to minimize the effect of such statute or regulation on the Merger and such other transactions. Each of the Company and Acquiror will use their reasonable best efforts to ensure that neither the execution, delivery and performance of this Agreement or any of the Ancillary Agreements nor the consummation of the Merger or any of the other transactions contemplated hereby or thereby constitute (a) a control share acquisition under Sections 60.801 through 60.816 of the OBCA or any applicable Takeover Statute or (b) a prohibited business combination under Section 60.835 of the OBCA or any applicable Takeover Statute. (b) The Company, Parent and Acquiror shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement. Each of the Company, Parent and Acquiror will, and will cause its respective Subsidiaries, if any, to take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, approval, waiver, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private Third Party required to be obtained or made by the Company, Parent and Acquiror or any of their respective Subsidiaries, if any, in connection with the Merger or the taking of any action contemplated by this AgreementAgreement or the Ancillary Agreements. (c) The Company, Parent and Acquiror shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions contemplated by this Agreement. Parent, Acquiror and the Company shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementAgreement or the Ancillary Agreements. (d) Each If required, each of the Company, Parent and Acquiror undertakes and agrees shall take all reasonable action necessary to file as soon as reasonably practicable notifications under the HSR Act with and to respond as promptly as practicable to any inquiries from the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each of the parties further agrees for additional information or documentation and to respond as fully and promptly as practicable to any all inquiries and/or and requests for information or documents received from any state attorney general or other Governmental Entity in connection with antitrust matters related to the Merger or the other transactions contemplated by this Agreement. None of the Company, Parent or Acquiror shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (e) Parent Agreement and the Company shall, from the date hereof until the End Date, use their respective commercially 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. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of stores of Parent or Company that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Provided that such actions are consistent with the foregoing, Parent shall have the right to determine, after full consultation with the Company and consideration of the Company’s views, whether to contest through litigation on the merits, negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of assets or business of Parent and/or the Company or, effective as of the Effective Time, the Surviving Corporation or their respective Subsidiaries, asserted by any Governmental Entity in connection with antitrust matters which would operate to hinder or delay the Effective Time. Parent shall have the right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, provided that Parent shall afford the Company a reasonable opportunity to participate therein (subject to Parent’s direction and control), and the Company and Parent each agrees to reasonably cooperate with the other with respect thereto to facilitate the Closing. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the stores of the Company, provided that any such action shall be conditioned upon the consummation of the MergerAncillary Agreements. (f) Each of the Company, Parent and Acquiror (and/or their respective outside counsel, as appropriate) shall cooperate fully with one another in connection with any review or request for information by any Governmental Entity related to antitrust matters, including by apprising each other of communications, providing copies of documents as appropriate, and participating jointly in meetings, where advisable and permitted by the Governmental Entity involved.

Efforts and Assistance; HSR Act. (a) Subject to the terms and conditions hereof, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, obtaining all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Entities or any other Third Parties and satisfying the conditions applicable Party. Subject to such party that are contained herein. Each Section 7.10 of this Agreement, each party shall also refrain from taking, directly or indirectly, any action which would impair such party’s 's ability to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall use commercially its reasonable best efforts to (i) take all action necessary or desirable so that no Takeover Statute anti-takeover laws and regulations or similar statute laws or regulation is regulations are or becomes become applicable to the Merger or any of the other transactions contemplated by this Agreement and (ii) if any Takeover Statute anti-takeover law or regulation becomes applicable to any of the foregoing, take all action necessary so that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and such other transactions. Each of the Company and Acquiror will use their reasonable best efforts to ensure that neither the execution, delivery and performance of this Agreement nor the consummation of the Merger or any of the other transactions contemplated hereby or thereby constitute (a) a control share acquisition under Sections 60.801 through 60.816 of the OBCA or any applicable Takeover Statute or (b) a prohibited business combination under Section 60.835 of the OBCA or any applicable Takeover Statute. (b) The Company, Parent Purchaser and Acquiror Merger Sub shall cooperate with one another in determining whether any action by or in respect of, or filing filing, including, without limitation, any Regulatory Filing, with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement. Each of Subject to the Companyterms and conditions hereof, Parent and Acquiror the Company will, and will cause its respective Subsidiaries, if any, to take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, approval, waiver, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private Third Party required to be obtained or made by the Company, Parent and Acquiror Company or any of their respective Subsidiaries, if any, its Subsidiaries in connection with the Merger or the taking of any action contemplated by this Agreement. (c) The Company agrees to provide, and will use its reasonable best efforts to cause its officers and employees to provide, all necessary cooperation reasonably requested by Purchaser or Merger Sub in connection with the arrangement of, and the negotiation of agreements with respect to, the Financing (and any substitutions or replacements thereof), including by making available to Purchaser or Merger Sub and such Financing sources and their Representatives, personnel (including for participation at organizational meetings, drafting sessions for offering memoranda and in road shows), documents and information of the Company and its Subsidiaries as may reasonably be requested by Purchaser or Merger Sub or such Financing sources and, if applicable, by cooperating with Financing sources in achieving a timely offering and/or syndication of Financing (or such substitutions or replacements) reasonably satisfactory to Purchaser or Merger Sub and such Financing sources. (d) The Company, Parent Purchaser and Acquiror Merger Sub shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions contemplated by this Agreement. ParentThe Company, Acquiror Purchaser and the Company Merger Sub shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (de) Each If required, each of the Company, Parent Purchaser and Acquiror undertakes and agrees Merger Sub shall take all reasonable action necessary to file as soon as reasonably practicable notifications under the HSR Act with and any other applicable Law governing antitrust or competition matters, including, without limitation, Foreign Antitrust Laws and respond as promptly as practicable to any inquiries from the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each of the parties further agrees for additional information or documentation and to respond as fully and promptly as practicable to any all inquiries and/or and requests for information or documents received from any state attorney general or other Governmental Entity in connection with antitrust matters related to the Merger or the other transactions contemplated by this Agreement. None of the Company, Parent or Acquiror shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (e) Parent and the Company shall, from the date hereof until the End Date, use their respective commercially 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. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of stores of Parent or Company that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Provided that such actions are consistent with the foregoing, Parent shall have the right to determine, after full consultation with the Company and consideration of the Company’s views, whether to contest through litigation on the merits, negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of assets or business of Parent and/or the Company or, effective as of the Effective Time, the Surviving Corporation or their respective Subsidiaries, asserted by any Governmental Entity in connection with antitrust matters which would operate to hinder or delay the Effective Time. Parent shall have the right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, provided that Parent shall afford the Company a reasonable opportunity to participate therein (subject to Parent’s direction and control), and the Company and Parent each agrees to reasonably cooperate with the other with respect thereto to facilitate the Closing. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the stores of the Company, provided that any such action shall be conditioned upon the consummation of the Merger. (f) Each of the Company, Parent and Acquiror (and/or their respective outside counsel, as appropriate) shall cooperate fully with one another in connection with any review or request for information by any Governmental Entity related to antitrust matters, including by apprising each other of communications, providing copies of documents as appropriate, and participating jointly in meetings, where advisable and permitted by the Governmental Entity involved.

Efforts and Assistance; HSR Act. (a) Subject to the terms and conditions hereof, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including, without limitation, obtaining all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Entities or other Third Parties and satisfying the conditions applicable to such party that are contained hereinParties. Each party shall also refrain from taking, directly or indirectly, any action which would impair such party’s 's ability to consummate the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Without limiting the foregoing, the Company shall use its commercially reasonable best efforts to (i) take all action necessary or desirable so that no Takeover Statute or similar statute or regulation is or becomes applicable to the Merger or any of the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) if any Takeover Statute or regulation becomes applicable to any of the foregoing, take all action necessary so that the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated in this Agreement and/or the Ancillary Agreements, as the case may be, and otherwise to minimize the effect of such statute or regulation on the Merger and such other transactions. Each of the Company and Acquiror will use their reasonable best efforts to ensure that neither exempt Parent, Acquiror, the executionCompany, delivery and performance of the Surviving Corporation, this Agreement nor and the consummation of the Merger or any of the other transactions contemplated hereby or thereby constitute (a) a control share acquisition under Sections 60.801 through 60.816 and by the Voting Agreements from Section 203 of the OBCA or DGCL and to the extent applicable, any applicable Takeover Statute or (b) a prohibited business combination under Section 60.835 of the OBCA or any applicable other Takeover Statute. (b) The Company, Parent and Acquiror shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement. Each of the Company, Parent and Acquiror will, and will cause its respective Subsidiaries, if any, to take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, approval, waiver, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private Third Party required to be obtained or made by the Company, Parent and Acquiror or any of their respective Subsidiaries, if any, in connection with the Merger or the taking of any action contemplated by this AgreementAgreement or the Voting Agreements. (c) The Company, Parent and Acquiror shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions contemplated by this Agreement. Parent, Acquiror and the Company shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementAgreement and the Voting Agreements. (d) Each If required, each of the Company, Parent and Acquiror undertakes and agrees shall take all reasonable action necessary to file as soon as reasonably practicable notifications under the HSR Act with and to respond as promptly as practicable to any inquiries from the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each of the parties further agrees for additional information or documentation and to respond as fully and promptly as practicable to any all inquiries and/or and requests for information or documents received from any state attorney general or other Governmental Entity in connection with antitrust matters related to the Merger or the other transactions contemplated by this Agreement. None of Agreement and the Company, Parent or Acquiror shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayedVoting Agreements. (e) Parent and the The Company shall, from the date hereof until the End Date, will use their respective commercially reasonable its best efforts to avoid the entry ofobtain, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing. Notwithstanding anything prior to the contrary in this AgreementClosing Date, Parent shall from each of the holders of Company Options that has not be required executed a cash-out consent on or prior to take any actions in connection withthe date hereof, or agree to, any hold separate order, sale, divestiture, or disposition a valid and binding consent to the cash-out of stores their Company Options pursuant to the terms of Parent or Company that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Provided that such actions are consistent with the foregoing, Parent shall have the right to determine, after full consultation with the Company Option Plans and consideration of the Company’s views, whether to contest through litigation on the merits, negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of assets or business of Parent and/or the Company or, effective as of the Effective Time, the Surviving Corporation or their respective Subsidiaries, asserted by any Governmental Entity in connection accordance with antitrust matters which would operate to hinder or delay the Effective Time. Parent shall have the right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, provided that Parent shall afford the Company a reasonable opportunity to participate therein (subject to Parent’s direction and control), and the Company and Parent each agrees to reasonably cooperate with the other with respect thereto to facilitate the Closing. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the stores of the Company, provided that any such action shall be conditioned upon the consummation of the MergerSection 3.5 hereof. (f) Each of the Company, Parent and Acquiror (and/or their respective outside counsel, as appropriate) shall cooperate fully with one another in connection with any review or request for information by any Governmental Entity related to antitrust matters, including by apprising each other of communications, providing copies of documents as appropriate, and participating jointly in meetings, where advisable and permitted by the Governmental Entity involved.