Common use of Efforts; Cooperation Clause in Contracts

Efforts; Cooperation. (a) Subject to the terms and conditions of this Agreement, each Party shall use its 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 Laws to consummate the Offer, the Merger and the other Transactions. In furtherance and not in limitation of the foregoing, each Party agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Law. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, Parent and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date of this Agreement.

Efforts; Cooperation. (a) Subject to Section 7.3(d), each of the Mosaic Parties and Cargill shall use their reasonable best efforts to cooperate with each other and to cause the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering to be consummated as promptly as practicable after the date hereof in accordance with the terms hereof and the other Transaction Documents, including using its reasonable best efforts (i) to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authority, and to supply promptly any additional information or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained by such party under any federal, state, local or foreign Law, (iii) to lift or rescind any Order prohibiting the consummation of the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to satisfy all conditions to this Agreement. In furtherance of the foregoing, each of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) in connection with the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering (provided that neither Mosaic nor M Holdings shall be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), and Mosaic and M Holdings shall prepare and file, and shall use its reasonable best efforts to have approved prior to the Closing Date, an application for the listing on the NYSE of the M Holdings Common Stock issuable pursuant to the Merger and the M Holdings Common Stock issuable upon conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock issuable in the Merger, subject to official notice of issuance. (b) Further, and without limiting the generality of the rest of this Section 7.3, but subject to Section 7.3(d), each of the parties hereto and the MAC Trusts shall promptly (i) furnish to the other parties hereto such necessary information and reasonable assistance as the other parties hereto may request in connection with their obligations under this Section 7.3, (ii) inform the parties hereto and the MAC Trusts, as applicable, of any communication from any Governmental Authority regarding any of the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering or related filings or approvals, and (iii) provide counsel for the parties hereto and counsel for the MAC Trusts, as applicable, with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party hereto and such party’s Subsidiaries or any MAC Trust to a Governmental Authority or received from such a Governmental Authority in connection with this Agreement or the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering; provided, however, that materials so provided may be redacted (x) to remove references concerning any valuation, (y) as necessary to comply with contractual arrangements and (z) as may be necessary to address any reasonable concerns relating to classified, proprietary, privileged or confidential information. Each party hereto and the MAC Trusts and their respective counsel shall, subject to applicable Law, (i) promptly notify the other parties hereto and the MAC Trusts of any material communication between that party and any Governmental Authority and, subject to applicable Law, discuss with and permit the other party to review in advance any proposed written communication to or with any of the foregoing, (ii) consult with the other parties hereto and the MAC Trusts, to the extent practicable, in advance of participating in any substantive meeting or discussion with any Governmental Authority with respect to any filings, investigation or inquiry concerning the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or the First Formation Offering and, to the extent permitted by such Governmental Authority, give the other parties hereto and the MAC Trusts the opportunity to attend and participate thereat, and (iii) to the extent practicable and subject to applicable Law, furnish the other parties hereto and the MAC Trusts with copies of all written correspondence and communications between it and its Affiliates and their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative (collectively, “Representatives”) on the one hand, and any Governmental Authority or members of its respective staff on the other hand, with respect to the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering. Subject to Section 7.3(d) and upon the terms and conditions of this Agreementset forth herein, each Party of the parties hereto and the MAC Trusts shall use its 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 Laws and to consummate assist and cooperate with the Offer, the Merger other parties hereto and the other Transactions. In furtherance and not MAC Trusts, as applicable, in limitation of the foregoingdoing, each Party agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions things, necessary, proper or advisable to cause make effective as promptly as practicable the expiration or termination of the applicable waiting periods under the Transactions, including obtaining HSR Act or obtain any clearance and other necessary approvals, clearances or consents if any, from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust LawAuthority. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if event that any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit Action is instituted (or threatened to be instituted) by the FTC, the DOJ a Governmental Authority or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative Merger, the Split-off, the Initial Debt Exchange, any Follow-on Exchange or any Formation Offering, each of the parties hereto and the MAC Trusts shall cooperate with each other and use its respective reasonable best efforts to contest and resist any Antitrust Law such Action and to have vacated, lifted, reversed or which would otherwise preventoverturned any Order that is in effect and that prohibits, materially impede prevents or materially delay the restricts consummation of the Transactions, Parent . (d) The parties hereto and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation MAC Trusts agree and acknowledge that the obligations of the Transactions, including in order parties hereto and the MAC Trusts pursuant to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions this Section 7.3 shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected subject to, and without prejudice to, (i) the right of Cargill to delay the consummation Closing Date or (ii) the right of the Transactions beyond the date which is six (6) months from the date of Cargill or Mosaic to terminate this Agreement, in each case pursuant to the terms hereof.

Efforts; Cooperation. (a) Subject to The Buyer and the terms Company shall, cooperate with each other and conditions of this Agreement, each Party shall use its their respective commercially reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Offer, the Merger Transactions contemplated by this Agreement and the other TransactionsAncillary Agreements as soon as practicable, including using commercially reasonable efforts to prepare and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 5.3(a). In furtherance and not in limitation Without limiting the generality of the foregoing, the parties hereto shall act promptly, and use their commercially reasonable best efforts, and shall cooperate with each Party agrees other, in making, or causing to make an appropriate filing be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable including responding to any request for follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to take all other actions necessary, proper or advisable to cause the expiration or termination permit consummation of the applicable waiting periods under Transactions. To the HSR Act or obtain extent that any other necessary approvalsRegulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent the Buyer shall have the opportunity to review all such Regulatory Approval Materials and Merger Suball such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees required to be paid in connection with such filings, applications and submissions shall be borne equally by the Members, on the one hand, and the CompanyBuyer and the Parent, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a. (b) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Law, The Company shall use its reasonable best efforts to (i) cooperate in all respects with each other give any notices to, and seek any consents required from, any third parties required in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated the transactions contemplated by a private party; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Lawthis Agreement. (c) In furtherance This Agreement and not in limitation of the covenants of Transactions may be subject to review by one or more Governmental Entities. If any Governmental Entity determines this Agreement must be reformed, the Parties contained shall negotiate in Sections 8.4(a) and 8.4(b), if any objections are asserted with respect good faith to so reform this Agreement in a commercially reasonable manner according to the Transactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by Governmental Entity’s requirements while effectuating the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, Parent and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date original intent of this AgreementAgreement as near as possible.

Efforts; Cooperation. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each Party shall Parent agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the Company in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the Offermost expeditious manner practicable, the Merger and the other Transactions. transactions contemplated hereby, including, but not limited to, (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Government authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Government, (ii) timely making all necessary filings under the HSR Act, (iii) the performance of Parent’s obligations under this Agreement, (iv) the obtaining of all necessary consents, approvals or waivers from third parties; provided, however, that in no event shall the Company be required to pay any amount of money in order to obtain such third party consent, (v) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Government vacated or reversed, and (vi) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to (A) 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, the Company or any of their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Company of any of their assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions), (B) 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 Company, or (C) waive any condition to the obligation of Parent and Acquisition Subsidiary to proceed with the Closing as set forth in Section 7.3. (b) In furtherance and not in limitation of the foregoing, each Party agrees to Parent shall make an appropriate filing (or draft if required by the applicable Governmental Entity) of a Notification and Report Form pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions transactions contemplated hereby as promptly as practicable and in any event on or before the fifth (5th) within 10 Business Day Days after the date hereof of this Agreement and all other filings required (i) under any applicable non-US antitrust or competition laws (together with the Notifications and Report Forms pursuant to respond the HSR Act) and (ii) under any other applicable competition, merger control, antitrust or similar law that Parent and the Company deem advisable or appropriate, with Parent making the ultimate determination as to whether it is advisable and appropriate to make such filing, with respect to the transactions contemplated hereby as promptly as practicable and to supply to the Governmental authority as promptly as practicable any request for additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law non-US antitrust or competition law and to use their reasonable best efforts to take all other actions necessary, proper or advisable necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and applicable non-US antitrust or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws competition laws as soon as practicable. (bc) Each of Parent and Merger Sub, on shall promptly notify the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party reasonably informed Company of any communication received by such Party from, or given by such party to, it receives from any Governmental authority relating to the Federal Trade Commission (matters that are the “FTC”), the Antitrust Division subject of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity this Agreement and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (iii) permit the other Party Company to review any communication given by it to, and consult with each other comment on in advance any proposed communication by Parent to any Governmental authority. Parent shall promptly notify the Company of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private partyGovernmental authority in respect of any such filings, with any investigation, or other Personinquiry in advance, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Personauthority, give the other Party Company the opportunity to attend and participate in at such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Lawmeeting. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, Parent and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date of this Agreement.

Efforts; Cooperation. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each Party shall Parent agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the Company in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, the Merger and the other Transactions. In furtherance and not in limitation of the foregoing, each Party agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions reasonably necessary, proper or advisable to cause consummate and make effective the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Companyother transactions contemplated hereby, on the other handincluding, shallbut not limited to, in connection with the efforts referenced in Section 8.4(a) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in the obtaining of all respects with each other in connection with necessary actions or nonactions, waivers, consents and approvals from Government authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any filing or submission and in connection with any investigation or other inquiryGovernment authority, including any proceeding initiated by a private party; (ii) keep making all necessary filings under any applicable Antitrust Law within ten (10) Business Days of the other Party reasonably informed date hereof, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any communication received lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by such Party fromany court or other Government authority vacated or reversed, (v) entry into the Exchange Agent Agreement and (vi) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby and to carry out the purposes of this Agreement; provided, however, that nothing in this Agreement shall require, or given by such party 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 Federal Trade Commission (the “FTC”)Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Antitrust Division of the Department of Justice (the “DOJ”) Company or any of their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other U.S. encumbrance by Parent, the Company or foreign Governmental Entity and the Surviving Company of any communication received of their assets, licenses, operations, rights, product lines, businesses or given in connection with interest therein or to consent to any proceeding by a private party, in each case regarding agreement to take any of the Transactions; and foregoing actions) or to agree to any material changes (iiiincluding through a licensing arrangement) permit the other Party to review any communication given by it toor restriction on, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Personimpairment of Parent’s ability to own or operate, give the other Party the opportunity any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to attend and participate in such meetings and conferences. Absent mutual consentvote, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act transfer, receive dividends or any other Antitrust Law. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if any objections are asserted otherwise exercise full ownership rights with respect to the Transactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any stock of the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, Parent and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Surviving Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date of this Agreement.

Efforts; Cooperation. (a) Subject to the terms and conditions of this Agreement, each Party party shall use its reasonable best efforts to, and the Company shall cause its Subsidiaries to use their respective reasonable best efforts to, as soon as practicable after the date hereof, (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) to obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Entity necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to conduct the business of the Surviving Corporation and its Subsidiaries after the Closing Date in the same manner as conducted by the Company and its Subsidiaries as of the date hereof. In furtherance and not in limitation of the foregoing, (x) each Party party hereto agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) of a Notification and Report Form pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions transactions contemplated hereby as promptly as practicable and in any event on or before the fifth within ten (5th10) Business Day after Days of the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicablepracticable and (y) the Company and its Subsidiaries agree to provide notice of and apply for approval of change of control to FINRA under FINRA Rule 1017 as promptly as practicable and in any event within ten (10) Business Days of the date hereof and to respond as promptly as practicable to any request for additional information and documentary material made by FINRA pursuant to such rule. (b) Each of Parent and Merger Sub, on the one hand, and the CompanyCompany and its Subsidiaries, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a7.4(a) to obtain all requisite approvals and authorizations for the Transactions transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all material respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party party reasonably informed of any communication received by such Party party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private partyEntity, in each case regarding any of the Transactionstransactions contemplated hereby; and (iii) permit the other Party party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity orand, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other PersonEntity, give the other Party party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Law. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, Parent and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date of this Agreement.and

Efforts; Cooperation. (a) Subject to The Buyer and the terms Company shall, cooperate with each other and conditions of this Agreement, each Party shall use its their respective commercially reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Offer, the Merger Transactions contemplated by this Agreement and the other TransactionsAncillary Agreements as soon as practicable, including using commercially reasonable efforts to prepare and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 5.3(a). In furtherance and not in limitation Without limiting the generality of the foregoing, the parties hereto shall act promptly, and use their commercially reasonable best efforts, and shall cooperate with each Party agrees other, in making, or causing to make an appropriate filing be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable including responding to any request for follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to take all other actions necessary, proper or advisable to cause the expiration or termination permit consummation of the applicable waiting periods under Transactions. To the HSR Act or obtain extent that any other necessary approvalsRegulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent the Buyer shall have the opportunity to review all such Regulatory Approval Materials and Merger Suball such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees required to be paid in connection with such filings, applications and submissions shall be borne equally by the Stockholders, on the one hand, and the CompanyBuyer and the Parent, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a. (b) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Law, The Company shall use its reasonable best efforts to (i) cooperate in all respects with each other give any notices to, and seek any consents required from, any third parties required in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated the transactions contemplated by a private party; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Lawthis Agreement. (c) In furtherance This Agreement and not in limitation of the covenants of Transactions may be subject to review by one or more Governmental Entities. If any Governmental Entity determines this Agreement must be reformed, the Parties contained shall negotiate in Sections 8.4(a) and 8.4(b), if any objections are asserted with respect good faith to so reform this Agreement in a commercially reasonable manner according to the Transactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by Governmental Entity’s requirements while effectuating the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, Parent and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date original intent of this AgreementAgreement as near as possible.

Efforts; Cooperation. (a) Subject to the terms and conditions of this Agreement, each Party shall will use its 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 Laws to consummate the Offer, the Merger and the other Transactions. In furtherance and not in limitation of the foregoing, each Party agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) within 15 Business Day after Days of the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust LawAct, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission submission, including by promptly supplying the other Party with any information which may be required in order to effectuate any filing or submission, and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; , (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such party Party to, the Federal Trade Commission (the “"FTC”), ") or the Antitrust Division of the Department of Justice (the “"DOJ”") or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; , and except as prohibited by applicable Law or the applicable Governmental Entity, provide the other Party with copies of all such written communications, and (iii) permit the other Party to review (and consider in good faith the views and comments of the other Party in connection with) any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to except as prohibited by applicable Law or the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other PersonEntity, give the other Party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Lawif such additional time would extend beyond the Termination Date. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of violating any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, Parent and the Company shall shall, subject to Section 8.4(d), use their respective reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent and its Subsidiaries or the Company and its Subsidiaries or to litigate. (d) Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 8.4 shall limit a Party's right to terminate this Agreement pursuant to Article X and (ii) none of Parent, Merger Sub or any of their Subsidiaries will be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, products, services, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (B) conduct, restrict, operate, invest or otherwise change the assets, products, services, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, (C) pay any amounts (other than the payment of filing fees and expenses and fees of counsel) or (D) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, in order to satisfy the condition set forth in clause (a) of Exhibit A, Parent and its Subsidiaries shall be required to take the actions set forth in clause (ii) above if, but only if, such actions would not result, in the aggregate, in the loss of net sales revenue (other than revenue from the Company's retail and/or commercial automotive parts business) (as measured by the Parties' and their Affiliates' fiscal year 2014 net sales revenue with respect thereto) in excess of $75,000,000. To the extent any such action implicates overlapping assets, products, services, businesses or portions of businesses of the Company and its Affiliates Subsidiaries, on the one hand, and Parent and its Affiliates, on the other hand, then the calculation of revenue shall be measured by reference to the highest such revenue of Parent or the Company, its Subsidiaries and its Affiliates or (at their respective Affiliates, for each such overlapping asset, product, service, business or portion of business so implicated, regardless of which asset, product, service, business or portion of business is actually sold, licensed, assigned, transferred, divested, held separate, disposed or otherwise restricted or limited. Notwithstanding anything herein to the request of the Company) to litigate. Without excluding other possibilitiescontrary, the Transactions Parties shall be deemed in good faith consult with the other Parties with respect to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay all material antitrust defense decisions; provided that Parent shall control and direct the consummation antitrust defense of the Transactions beyond in any investigation or litigation by, or negotiations with, any Governmental Entity or other Person and in no event will the date which is six (6) months from Company or any of its Subsidiaries or Representations, without the date prior written consent of this AgreementParent, propose, negotiate or commit or otherwise agree to any effect, remedy or relief or to take any action in respect of any objection or suit challenging the Transactions.

Efforts; Cooperation. (a) Subject Each of the parties agrees to the terms and conditions of this Agreement, each Party shall use its 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 to consummate and make effective as promptly as practicable the Transactions and to cooperate with the other in connection with the foregoing, including using its reasonable best efforts (i) to make promptly any filings that may be required under applicable Laws Law or by any Governmental Authority, and to supply promptly any additional information or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign Law or regulation (including any approval from relevant insurance regulatory authorities in Missouri and New York), (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the Offertransactions contemplated by this Agreement, the Merger (iv) to effect as promptly as practicable all necessary registrations, filings and the other Transactionsresponses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to fulfill all conditions to this Agreement. In furtherance and not in limitation of the foregoing, each Party agrees of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) in connection with the Transactions (provided that RGA shall not be required to make an appropriate filing (file any general consent to service of process or draft if required by the applicable Governmental Entity) pursuant to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), and RGA shall prepare and file, and shall use all reasonable efforts to have approved prior to the HSR Act Recapitalization, an application for the listing on the NYSE of the Recapitalized Shares, subject to official notice of issuance, and shall prepare and file a Form 8-A to register the RGA Class A Common Stock and the RGA Class B Common Stock under the Exchange Act. MetLife shall be responsible for, and shall promptly reimburse RGA for, or upon request pay for, any filing fees required under any “blue sky” laws of a U.S. or foreign jurisdiction in connection with the Split-Off, any Public Debt Exchange, any Private Debt Exchange or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable.Additional Split-Offs. A-33 (b) Each of Parent and Merger Sub, on the one handFurther, and without limiting the Companygenerality of the rest of this Section 7.5, on each of the parties shall promptly (i) furnish to the other hand, shall, such necessary information and reasonable assistance as the other party may request in connection with the efforts referenced foregoing (including providing financial information to the relevant insurance regulatory authorities in Section 8.4(a) to obtain all requisite approvals Missouri and authorizations for the Transactions under the HSR Act or any other Antitrust LawNew York), use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep inform the other Party reasonably informed of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or from any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case Authority regarding any of the Transactions; Transactions or related filings or approvals, and (iii) permit provide counsel for the other Party to review any communication given party with copies of all filings made by it tosuch party, and consult all correspondence between such party (and its advisors) with each other in advance of any meeting or conference with, the FTC, the DOJ or Governmental Authority and any other information supplied by such party and such party’s Subsidiaries to a Governmental Entity or, Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement, provided, however, that materials may be redacted (x) to remove references concerning any proceeding valuation, (y) as necessary to comply with contractual arrangements and (z) as may be necessary to address any reasonable concerns relating to classified, privileged or confidential information. Each party shall, subject to applicable Law, permit counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority in connection with seeking approval, or review, of the Transactions. MetLife and RGA agree not to participate, or to permit their Subsidiaries or Representatives to participate, in any substantive meeting or discussion, either in person or by a private partytelephone, with any Governmental Authority in connection with the Transactions unless it consults with the other Personparty in advance and, and to the extent permitted not prohibited by the FTCsuch Governmental Authority, the DOJ or such other applicable Governmental Entity or other Person, give gives the other Party party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Lawparticipate. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if event that any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit Action is instituted (or threatened to be instituted) by the FTC, the DOJ a Governmental Authority or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative Transactions, each of the parties shall cooperate with each other and use its respective commercially reasonable efforts to contest and resist any Antitrust Law such Action and to have vacated, lifted, reversed or which would otherwise preventoverturned any decree, materially impede judgment, injunction or materially delay the other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. (d) RGA shall, Parent and the Company shall use their respective its reasonable best efforts to resolve any such objections or suits so as cause its officers, employees and advisors to, provide to permit consummation MetLife all cooperation and reasonable assistance requested by MetLife in connection with the road show and marketing efforts of the TransactionsSplit-Off, including by making officers and employees of RGA reasonably available, participating in order customary meetings, presentations, road shows and sessions with rating agencies and assisting MetLife with the preparation of materials for such meetings, presentations, road shows and sessions (unless RGA demonstrates to resolve MetLife’s reasonable satisfaction that such objections or suits whichparticipation will materially interfere with the management of RGA’s business). MetLife shall, in any case if not resolvedpromptly upon request by RGA, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries reimburse RGA for all out-of-pocket costs and expenses incurred by RGA and its Affiliates or officers, employees and advisors in connection with the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date of cooperation set forth in this AgreementSection 7.5(d).

Efforts; Cooperation. (a) Subject to the terms and conditions of this Agreement, each Party shall party will use its 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 Laws to consummate the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party party hereto agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) of a Notification and Report Form pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions transactions contemplated hereby as promptly as practicable and in any event on or before the fifth within ten (5th10) Business Day after Days of the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a7.4(a) to obtain all requisite approvals and authorizations for the Transactions transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all material respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party party reasonably informed of any communication received by such Party party from, or given by such party to, the Federal Trade Commission (the “"FTC”"), the Antitrust Division of the Department of Justice (the “"DOJ”") or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private partyEntity, in each case regarding any of the Transactionstransactions contemplated hereby; and (iii) permit the other Party party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity orand, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other PersonEntity, give the other Party party the opportunity to attend and participate in such meetings and conferences. Absent mutual consentAs used in this Agreement, neither Parent nor the Company shall have term "Antitrust Law" means the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for Xxxxxxx Act, as amended, the review of the Transactions under Xxxxxxx Act, as amended, the HSR Act Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or any other Antitrust Lawintended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) In furtherance and not in limitation of the covenants of the Parties parties contained in Sections 8.4(a7.4(a) and 8.4(b(b), if any objections are asserted with respect to the Transactions transactions contemplated hereby under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the Transactions transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactionstransactions contemplated hereby, Parent each of Parent, Merger Sub and the Company shall use their respective its best efforts to resolve any such objections or suits so as to permit consummation of the Transactionstransactions contemplated by this Agreement, including complying with any requests to sell, hold separate or otherwise dispose of any assets of the Company and its Subsidiaries or complying with requests to conduct the business of the Company in order to a manner which would resolve such objections or suits whichsuits. (d) Subject to the obligations under Section 7.4(c), in the event that any case if not resolvedadministrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Merger or any other transaction contemplated by this Agreement, would reasonably be expected each of Parent, Merger Sub and the Company shall cooperate in all material respects with each other and use its respective reasonable best efforts to preventcontest and resist any such action or proceeding and to have vacated, materially impede lifted, reversed or materially delay the overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date of transactions contemplated by this Agreement.

Efforts; Cooperation. (a) Subject The Parent parties and the Company shall, and the Company shall cause each of its Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Transactions contemplated by this Agreement and the other Ancillary Agreements as soon as practicable, including using commercially reasonable efforts to prepare and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a). Without limiting the generality of the foregoing, the Parties hereto (other than the Securityholder Representative) shall act promptly, and use their commercially reasonable efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to permit consummation of the Transactions. To the extent that any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer shall have the opportunity to review all such Regulatory Approval Materials and all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors of the Company) required to be paid in connection with such filings, applications and submissions shall be borne by the Buyer (including fees related to the spinoff of Maryland Sugarloaf). Buyer shall promptly pay the Company for any such costs following the receipt of a written invoice containing reasonable detail from the Company, and, to the extent any such amounts remain outstanding at Closing, such amounts shall be added to the Closing Cash Merger Consideration. Any fees of attorneys and other third-party advisor incurred by the Company in excess of $80,000 shall be paid by the Company. (b) The Buyer, Parent, and the Company shall, and the Company shall cause its Subsidiaries to, use their commercially reasonable efforts to give any notices to, and seek any Consents required from, any third parties required in connection with the Transactions contemplated by this Agreement. (c) If required by the HSR Act or by any other Antitrust Laws and if the appropriate filing pursuant to the HSR Act or to such other Antitrust Laws has not been filed prior to the Agreement Date, each party (other than the Securityholder Representative) agrees to make an appropriate filing pursuant to the HSR Act or such other Antitrust Laws with respect to the Transactions contemplated by this Agreement and any of the other Transaction Documents within fifteen (15) Business Days after the Agreement Date, unless the Parties mutually agree in writing to a later date, and to provide the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act or such other Antitrust Law as promptly as practicable. The parties further agree to reasonably cooperate with one another to submit such filings contemporaneously, as may be requested. Notwithstanding the foregoing, nothing in this Agreement or any of the Ancillary Agreements shall require, or be construed to require the Company, the Buyer or any of Buyer’s Affiliates to agree to (a) sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of the Buyer, any of its Affiliates or the Company or its Subsidiaries; (b) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to materially and adversely impact the economic or business benefits to the Buyer or the Company (as applicable) of the Transactions; (c) any material modification or waiver of the terms and conditions of this Agreement, each Party shall use its 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 Laws to consummate the Offer, the Merger and the other Transactions. In furtherance Ancillary Agreements and not in limitation of the foregoing, each Party agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactionstransactions contemplated thereby; and or (iiid) permit litigate or participate in the other Party to review any communication given by it to, and consult with each other in advance litigation of any meeting proceeding involving the any Governmental Entity, whether judicial or conference withadministrative, the FTC, the DOJ in order to (A) oppose or defend against any other action by any such Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ prevent or such other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Law. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay enjoin the consummation of the Transactions, Parent and Mergers or any of the Company shall use their respective best efforts to resolve other transactions contemplated by this Agreement or (B) overturn any regulatory action by any such objections or suits so as Governmental Entity to permit prevent consummation of the TransactionsMergers or any of the other transactions contemplated by this Agreement, including by defending any suit, action or other legal proceeding brought by any such Governmental Entity in order to resolve such objections avoid the entry of, or suits whichto have vacated, in overturned or terminated or appealing any case if not resolved, would reasonably Order. (d) This Agreement and the Transactions may be expected subject to prevent, materially impede review by one or materially delay the consummation of the Offermore Governmental Entity. If any Governmental Entity determines this Agreement must be reformed, the Merger or the other Transactions, including agreeing Parties shall negotiate in good faith to any structural or conduct relief relating so reform this Agreement in a commercially reasonable manner according to the assets of Parent, its Subsidiaries and its Affiliates or Governmental Entity’s requirements while effectuating the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date original intent of this AgreementAgreement as near as possible.

Efforts; Cooperation. (a) Subject to Between the terms date hereof and conditions the earlier of the Closing and the termination of this AgreementAgreement in accordance with its terms, the Parties shall, and shall cause their respective controlled Affiliates to, cooperate with each Party shall other and use its their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to satisfy the conditions set forth in Article VII and to consummate and make effective the Offertransactions contemplated by this Agreement with the intent of effecting the Closing as promptly as practicable, the Merger including preparing and the filing all documentation to effect all necessary notices, reports and other Transactions. In furtherance filings, and not in limitation of the foregoing, each Party agrees to obtain or make an appropriate filing (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable all consents, registrations, notifications, approvals, waivers, Government Orders, interpretive guidance, exemptions, Permits, expiration of any waiting periods and in any event on authorizations necessary to be obtained from or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable made to any request for additional information and documentary material pursuant to Government Authority (including the Required HSR Act or any other applicable Antitrust Law and Clearances) in order to take all other actions necessaryconsummate the transactions contemplated by this Agreement; provided, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvalshowever, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 8.4(a) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with that each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (iii) permit the other Party to review any communication given by it agrees to, and to cause its respective controlled Affiliates to, reasonably consult with each other in advance of any meeting filing or conference withnotice, and agrees to consider and reasonably take into account the FTC, views of the DOJ or any other Governmental Entity or, Party in connection with each such filing or notice. Without limiting the generality of the foregoing, each Party shall, and shall cause its respective controlled Affiliates to, make timely and as promptly as practicable (and in no event later than 15 calendar days after the date hereof) all filings and submissions required under any proceeding applicable Law in connection with this Agreement and the transactions contemplated hereby, including filing the notifications and report forms and related materials required under the HSR Act (as contemplated by a private partythe Required HSR Act Clearances), and file promptly any additional information requested under any applicable Law in connection therewith, after receipt of the request therefor, and any filing fees associated therewith shall be paid by the Party making such filing or submission (and, in the case of the HSR Act, the “Acquiring Person” as defined therein). (b) Without limiting the generality of this Section 6.3, between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Parties shall reasonably cooperate with each other and shall each furnish to the others all information reasonably necessary or desirable in connection with making any application or other filing required to be made pursuant to any applicable Law, and in connection with resolving any investigation or other inquiry by any Government Authority under any applicable Laws, in each case, with respect to the transactions contemplated by this Agreement. Each Party shall promptly inform the other of any other Personsubstantive communication with or from, and any proposed understanding, undertaking or agreement with, any Government Authority regarding such applications and filings. None of the Parties nor any of their respective Representatives shall agree to participate in any substantive meeting, call or discussion with any Government Authority in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by the FTCsuch Government Authority, the DOJ or such other applicable Governmental Entity or other Person, give gives the other Party the opportunity to attend attend. To the extent reasonably practicable, the Parties shall consult and participate reasonably cooperate with one another in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings under or relating to any applicable Governmental Entity extending additional time for Laws in connection with the review transactions contemplated by this Agreement (including, with respect to making a particular filing, to the extent reasonably practicable, by providing copies of all such documents to the Transactions non-filing Parties prior to filing, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). Any such provision of information by one Party to the other may be made on a counsel-only basis to the extent required under the HSR Act applicable Law (including any anti-gun jumping Laws) or as reasonably necessary to address reasonable confidentiality concerns, and any such materials may be redacted (i) as necessary to comply with contractual arrangements, (ii) as necessary to address reasonable attorney-client or other Antitrust privilege concerns or (iii) as otherwise necessary to comply with applicable Law. (c) In furtherance Without limiting the generality of this Section 6.3, between the date hereof and not in limitation the earlier of the covenants Closing and the termination of this Agreement in accordance with its terms, each of the Parties contained agrees to use its respective reasonable best efforts to take or cause to be taken all actions reasonably necessary (i) to obtain and make any and all consents, registrations, notifications, approvals, waivers, Government Orders, interpretive guidance, exemptions, Permits, expiration of any waiting periods and authorizations necessary to be obtained from any Government Authority (including the Required HSR Act Clearances) to cause the conditions set forth in Sections 8.4(aArticle VII to be satisfied and the Closing to occur prior to the Outside Date and (ii) to seek to avoid, resist, vacate, reverse, prevent or eliminate each and 8.4(b)every impediment to obtaining or making any and all consents, if registrations, notifications, approvals, waivers, Government Orders, interpretive guidance, exemptions, Permits, expiration of any objections are asserted waiting periods and authorizations necessary to be obtained from any Government Authority (including the Required HSR Act Clearances) to cause the conditions set forth in Article VII to be satisfied and the Closing to occur prior to the Outside Date. (d) Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, in no event will Purchaser or Parent or any of their respective Affiliates be required to, and neither Parent nor the Target Company may, or may allow any of their Affiliates to, without the prior written consent of Purchaser, (i) give any guarantee or other consideration in respect of any consent, registration, notification, approval, waiver, Government Order, interpretive guidance, exemption, Permit, expiration of any waiting period and authorization necessary to be obtained from any Government Authority or any other Person (including the Required HSR Act Clearances) in connection with this Agreement or the transactions contemplated hereby; (ii) litigate, pursue, defend or otherwise contest any Action or any Government Order relating to this Agreement or the transactions contemplated hereby; or (iii) become subject to, accept, agree to, negotiate or offer, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, undertaking, Contract or Government Order (A) to sell, license, assign, transfer, terminate, divest, hold separate, place in trust or otherwise dispose of any equity interests, business, rights or assets of Purchaser or any of its Affiliates or the Target Company or the Transferred Subsidiary, (B) to make any capital commitment or capital guaranty, (C) that limits the freedom of action of Purchaser or any of its Affiliates or the Target Company or the Transferred Subsidiary with respect to the Transactions under ownership or operation of, or their ability to retain, any Antitrust Law business, rights or if assets, (D) that alters, changes or restricts in any suit is instituted (way the business or threatened to be instituted) by the FTC, the DOJ commercial practices of Purchaser or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, Parent and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries Target Company or the Transferred Subsidiary or (E) that adversely affects in any way the benefits expected to be derived by Purchaser and its Affiliates or from the transactions contemplated hereby. (at e) Between the request date hereof and the earlier of the Company) to litigate. Without excluding other possibilitiesClosing and the termination of this Agreement in accordance with its terms, the Transactions Parties shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would keep each other reasonably be expected to delay the consummation apprised of the Transactions beyond status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of any material notices or other communications received by either Party, its Affiliates or, to its Knowledge, its Representatives from any Government Authority with respect to the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. Between the date which hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Parties shall give prompt notice to each other of any development or combination of developments that, individually or in the aggregate, is six (6) months from reasonably likely to prevent or materially impair its respective ability to consummate the date transactions contemplated by this Agreement, including the failure to satisfy a condition to the Closing set forth in Article VII; provided, however, that no such notification shall affect the representations, warranties, covenants or obligations of the Parties or the conditions to the obligations of the Parties under this Agreement.

Efforts; Cooperation. (a) Subject Each of the parties agrees to the terms and conditions of this Agreement, each Party shall use its 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 to consummate and make effective as promptly as practicable the Transactions and to cooperate with the other in connection with the foregoing, including using its reasonable best efforts (i) to make promptly any filings that may be required under applicable Laws Law or by any Governmental Authority, and to supply promptly any additional information or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign Law or regulation (including any approval from relevant insurance regulatory authorities in Missouri and New York), (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the Offertransactions contemplated by this Agreement, the Merger (iv) to effect as promptly as practicable all necessary registrations, filings and the other Transactionsresponses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to fulfill all conditions to this Agreement. In furtherance and not in limitation of the foregoing, each Party agrees of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) in connection with the Transactions (provided that RGA shall not be required to make an appropriate filing (file any general consent to service of process or draft if required by the applicable Governmental Entity) pursuant to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), and RGA shall prepare and file, and shall use all reasonable efforts to have approved prior to the HSR Act Recapitalization, an application for the listing on the NYSE of the Recapitalized Shares, subject to official notice of issuance, and shall prepare and file a Form 8-A to register the RGA Class A Common Stock and the RGA Class B Common Stock under the Exchange Act. MetLife shall be responsible for, and shall promptly reimburse RGA for, or upon request pay for, any filing fees required under any “blue sky” laws of a U.S. or foreign jurisdiction in connection with the Split-Off, any Public Debt Exchange, any Private Debt Exchange or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicableAdditional Split-Offs. (b) Each of Parent and Merger Sub, on the one handFurther, and without limiting the Companygenerality of the rest of this Section 7.5, on each of the parties shall promptly (i) furnish to the other hand, shall, such necessary information and reasonable assistance as the other party may request in connection with the efforts referenced foregoing (including providing financial information to the relevant insurance regulatory authorities in Section 8.4(a) to obtain all requisite approvals Missouri and authorizations for the Transactions under the HSR Act or any other Antitrust LawNew York), use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep inform the other Party reasonably informed of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or from any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case Authority regarding any of the Transactions; Transactions or related filings or approvals, and (iii) permit provide counsel for the other Party to review any communication given party with copies of all filings made by it tosuch party, and consult all correspondence between such party (and its advisors) with each other in advance of any meeting or conference with, the FTC, the DOJ or Governmental Authority and any other information supplied by such party and such party’s Subsidiaries to a Governmental Entity or, Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement, provided, however, that materials may be redacted (x) to remove references concerning any proceeding valuation, (y) as necessary to comply with contractual arrangements and (z) as may be necessary to address any reasonable concerns relating to classified, privileged or confidential information. Each party shall, subject to applicable Law, permit counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority in connection with seeking approval, or review, of the Transactions. MetLife and RGA agree not to participate, or to permit their Subsidiaries or Representatives to participate, in any substantive meeting or discussion, either in person or by a private partytelephone, with any Governmental Authority in connection with the Transactions unless it consults with the other Personparty in advance and, and to the extent permitted not prohibited by the FTCsuch Governmental Authority, the DOJ or such other applicable Governmental Entity or other Person, give gives the other Party party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Lawparticipate. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if event that any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit Action is instituted (or threatened to be instituted) by the FTC, the DOJ a Governmental Authority or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative Transactions, each of the parties shall cooperate with each other and use its respective commercially reasonable efforts to contest and resist any Antitrust Law such Action and to have vacated, lifted, reversed or which would otherwise preventoverturned any decree, materially impede judgment, injunction or materially delay the other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. (d) RGA shall, Parent and the Company shall use their respective its reasonable best efforts to resolve any such objections or suits so as cause its officers, employees and advisors to, provide to permit consummation MetLife all cooperation and reasonable assistance requested by MetLife in connection with the road show and marketing efforts of the TransactionsSplit-Off, including by making officers and employees of RGA reasonably available, participating in order customary meetings, presentations, road shows and sessions with rating agencies and assisting MetLife with the preparation of materials for such meetings, presentations, road shows and sessions (unless RGA demonstrates to resolve MetLife’s reasonable satisfaction that such objections or suits whichparticipation will materially interfere with the management of RGA’s business). MetLife shall, in any case if not resolvedpromptly upon request by RGA, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries reimburse RGA for all out-of-pocket costs and expenses incurred by RGA and its Affiliates or officers, employees and advisors in connection with the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date of cooperation set forth in this AgreementSection 7.5(d).

Efforts; Cooperation. (a) Subject Each of the parties agrees to the terms and conditions of this Agreement, each Party shall use its 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 Laws to consummate the Offer, the Merger and the other Transactions. In furtherance and not in limitation of the foregoing, each Party agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions effective as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof Transactions and to respond cooperate with the other in connection with the foregoing, including using its reasonable best efforts (i) to make promptly any filings that may be required under applicable Law or by any Governmental Authority, and to supply promptly any additional information or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign Law or regulation, (iii) to lift or rescind at NovaStar’s expense any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to any request requests for additional information and or documentary material pursuant from a Governmental Authority, if any, and (v) to the HSR Act or any other applicable Antitrust Law and fulfill all conditions to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicablethis Agreement. (b) Each of Parent and Merger Sub, on the one handFurther, and without limiting the Companygenerality of the rest of this Section, on the other hand, shall, each of Jefferies and Mass Mutual shall promptly (i) furnish to NovaStar such necessary information and reasonable assistance as NovaStar may request in connection with the efforts referenced in Section 8.4(a) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other Antitrust Lawforegoing, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party reasonably informed inform NovaStar of any communication received by such Party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or from any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case Authority regarding any of the Transactions; Transactions or related filings or approvals, and (iii) permit the other Party to review any communication given provide counsel for NovaStar with copies of all filings made by it tosuch party, and consult all correspondence between such party (and its advisors) with each other in advance of any meeting or conference with, the FTC, the DOJ or Governmental Authority and any other information supplied by such party and such party’s Subsidiaries to a Governmental Entity or, Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement, provided, however, that materials may be redacted (x) as necessary to comply with contractual arrangements and (y) as may be necessary to address any proceeding by a private partyreasonable concerns relating to classified, with any other Person, and to the extent permitted by the FTC, the DOJ privileged or such other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Absent mutual consent, neither Parent nor the Company shall have the right to determine whether to enter into any agreement with any applicable Governmental Entity extending additional time for the review of the Transactions under the HSR Act or any other Antitrust Lawconfidential information. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 8.4(a) and 8.4(b), if event that any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit Action is instituted (or threatened to be instituted) by the FTC, the DOJ a Governmental Authority or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative Transactions, each of the parties shall cooperate with each other and use its respective commercially reasonable efforts at NovaStar’s expense to contest and resist any Antitrust Law such Action and to have vacated, lifted, reversed or which would otherwise preventoverturned any decree, materially impede judgment, injunction or materially delay the other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, Parent and the Company shall use their respective best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other Transactions, including agreeing to any structural or conduct relief relating to the assets of Parent, its Subsidiaries and its Affiliates or the Company, its Subsidiaries and its Affiliates or (at the request of the Company) to litigate. Without excluding other possibilities, the Transactions shall be deemed to be materially delayed if unresolved objections or legal proceedings delay or would reasonably be expected to delay the consummation of the Transactions beyond the date which is six (6) months from the date of this Agreement.