Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions of this Agreement, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.

Efforts. (a) Subject to Each of the terms Company and conditions of this AgreementICS shall, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall cause each of its Subsidiaries to, use commercially reasonable best efforts to take, or cause take all action to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, do all things necessary, proper or advisable under applicable Law or Order necessary to consummate and make effective the Transactions transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Article 6). In furtherance and not in limitation of the foregoing, each of the Company and ICS shall, and the Company shall cause each of its Subsidiaries to, make all necessary filings with Governmental Entities as promptly as reasonably practicablepracticable in order to facilitate prompt consummation of the transactions contemplated by this Agreement. In addition, including each of ICS and the Company will use its commercially reasonable efforts (including, without limitation, payment of any required fees) and will cooperate fully with each other to (i) preparing and filing comply as promptly as reasonably practicable with any Governmental Authority (all governmental requirements applicable to the transactions contemplated by this Agreement, including the ISA, the Companies Registrar making of all filings necessary or proper under applicable laws and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable regulations to consummate and make effective the Transactions transactions contemplated by this Agreement, including, but not limited to, the Proxy Statement or other foreign filings and any amendments to any thereof and (whether or not such ii) obtain promptly all consents, waivers, approvals, consentsauthorizations or permits of, registrationsor registrations or filings with or notifications to (any of the foregoing being a "Consent"), permits, authorizations and other confirmations are conditions to any Governmental Entity necessary for the consummation of the Merger pursuant transactions contemplated by this Agreement (except for such Consents the failure of which to Article 8); provided, however, that none obtain would not prevent or materially delay the consummation of the CompanyMerger). Subject to the Confidentiality Agreement, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub ICS and the Company shall use furnish to one and other such necessary information and reasonable best efforts to (i) cooperate with each other in connection with any filing assistance as ICS or submission with a Governmental Authority the Company may reasonably request in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegeforegoing. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.

Efforts. (a) Subject to Each of the terms Company and conditions of this AgreementFSI shall, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall cause each of its subsidiaries to, make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by this Agreement. In addition, each of FSI and the Company will use its reasonable best efforts (including, without limitation, payment of any required fees) and will cooperate fully with each other to take(i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by this Agreement, including the making of all filings necessary or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order laws and regulations to consummate and make effective the Transactions as promptly as reasonably practicabletransactions contemplated by this Agreement, including (i) preparing including, but not limited to, cooperation in the preparation and filing as promptly as reasonably practicable with of the Form S-4 and any Governmental Authority (including the ISAactions or filings related thereto, the Companies Registrar Proxy Statement or other foreign filings and any other Israeli Governmental Authority) or other Third Party all documentation amendments to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents any thereof and (ii) obtaining and maintaining obtain promptly all consents, waivers, approvals, consentsauthorizations or permits of, registrationsor registrations or filings with or notifications to (any of the foregoing being a "Consent"), permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to Entity necessary for the consummation of the Merger pursuant transactions contemplated by this Agreement (except for such Consents the failure of which to Article 8); provided, however, that none obtain would not prevent or materially delay the consummation of the CompanyMerger). Subject to the Confidentiality Agreement, its Subsidiaries nor any of their respective Representatives FSI and the Company shall provide notice to, or request consent from, any Third Party with respect furnish to this Agreement one and other such necessary information and reasonable assistance as FSI or the Transactions without first obtaining Company may reasonably request in connection with the prior written consent of Parent (such consent not to be unreasonably withheld or delayed)foregoing. (b) Except as prohibited by applicable Law or Order or by applicable Governmental AuthorityWithout limiting Section 5.03(a), each of Parent, Infiniti, Holdco, Merger Sub FSI and the Company shall each (i) promptly make or cause to be made the filings required of such party under the HSR Act with respect to the Merger; (ii) use reasonable its best efforts to (i) cooperate with each other in connection with avoid the entry of, or to have vacated or terminated, any filing decree, order, or submission with a Governmental Authority in connection with judgment that would restrain, prevent or delay the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to consummation of the TransactionsMerger, including without limitation defending through litigation on the merits any proceeding initiated claim asserted in any court by a private any party, (ii) promptly inform the other Parties of (; and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with take any and all steps which, in such party's judgment, are commercially reasonable to avoid or eliminate each other prior to taking and every impediment under any material position in discussions with antitrust, competition, or filings to trade regulation law that may be submitted to asserted by any Governmental Authority regarding Entity with respect to the Merger so as to enable consummation thereof to occur as soon as reasonably possible. Each party hereto shall promptly notify the other parties of any of the Transactions, (iv) communication to that party from any Governmental Entity and permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, advance any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted proposed communication to any Governmental Authority regarding Entity. FSI and the Company shall not (and shall cause their respective affiliates and representatives not to) agree to participate in any meeting with any Governmental Entity in respect of the Transactionsany filings, and (v) coordinate investigation or other inquiry unless it consults with the other Parties party in preparing advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement, each of the parties hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or in connection with other Consents. Each of the Company and FSI agrees to respond promptly to and comply fully with any request for additional information or documents under the HSR Act. Subject to the Confidentiality Agreement, the Company will provide FSI, and FSI will provide the other (and its counsel) Company, with copies of all filingscorrespondence, presentations filings or submissions communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and a summary of any oral presentations) made by such Party with any Governmental Authority relating Entity or members of its staff, on the other hand, with respect to this Agreement or and the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegetransactions contemplated hereby. (c) Unless prohibited by applicable Law or Order or by FSI shall use commercially reasonable efforts to cause the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect financing necessary for satisfaction of the Transactions (including with respect to any of the actions referred to condition in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.6.02

Efforts. (a) Subject Each of the parties agrees to the terms and conditions of this Agreement, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions transactions contemplated hereby and to cooperate with the other in connection with the foregoing, including using its reasonable best efforts (whether i) to obtain all necessary waivers, consents and approvals from other parties to Material Contracts or not such approvalsAdditional Material Contracts, (ii) to obtain all consents, registrationsapprovals and authorizations that are required to be obtained under any Applicable Law, permitsincluding the expiration or early termination of the waiting period under the HSR Act, authorizations (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (iv) to effect all registrations and other confirmations are filings, if any, necessary to consummate the transactions contemplated hereby, and (v) to fulfill all conditions to the consummation of the Merger pursuant to Article 8)this Agreement; provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement any Material Contracts or Additional Material Contracts, except as otherwise provided herein, if such waivers, consents, approvals and authorizations cannot be obtained, the Transactions without first obtaining parties shall, to the prior written consent extent practicable, enter into alternative arrangements that result in Purchaser receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Material Contracts or Additional Material Contracts until such time as such consent, approval or authorization has been obtained. Seller and Parent further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of Parent (such consent not the parties hereto to be unreasonably withheld consummate the transactions contemplated hereby, to use their respective reasonable best efforts to prevent the entry, enactment or delayed)promulgation thereof, as the case may be. (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company Parent shall use exercise its reasonable best efforts to avoid and eliminate any impediment under any antitrust or trade regulation law that may be asserted by the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, or any other federal or state antitrust reviewing agency (i) “Antitrust Authorities”), including by offering and agreeing to the sale, transfer, license, hold separate, divestiture or other disposal of any or all of the assets that are part of the transactions contemplated by this Agreement, or any or all of Parent’s own assets (including assets of its Subsidiaries), or any such other actions as are required by the Antitrust Authorities. Parent and Seller shall supply all information required by any Antitrust Authority as expeditiously as possible, and otherwise fully cooperate with each other in connection with any filing or submission with a Governmental Authority in connection with obtaining the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegenecessary antitrust clearance. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.

Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 4.04(c), each of Parent, Infiniti, Holdco, Merger Sub Seller and the Company and Purchaser and its affiliates shall use its reasonable best efforts to take, or cause the Closing to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicableoccur, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party using its reasonable best efforts to obtain all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, material consents, registrations, permitsPermits, authorizations and other confirmations required approvals of, and to be obtained from any make all necessary filings, notifications or registrations with, all Governmental Authority or other Third Party that Entities which are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to necessary for the consummation of the Merger pursuant to Article 8); providedtransactions contemplated by this Agreement. None of Parent, howeverSeller, that the Company and Purchaser shall, and none of the Company, its Subsidiaries nor shall permit any of their respective Representatives shall provide notice affiliates to, take any actions that would, or request consent fromthat could reasonably be expected to result in any of the conditions set forth in Article V not being satisfied, including affecting any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed)acquisitions. (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each Each of Parent, InfinitiSeller and Purchaser shall as promptly as practicable, Holdcobut in no event later than five business days following the execution and delivery of this Agreement, Merger Sub file or cause to be filed with the United States Federal Trade Commission (the "FTC") and the Company United States Department of Justice (the "DOJ") the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall use be in substantial compliance with the requirements of the HSR Act. Each of Parent, Seller and Purchaser shall furnish to the other such necessary information in its possession and reasonable best efforts to (i) cooperate with each assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Parent, Seller and Purchaser shall keep each other appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with a Governmental Authority any such inquiry or request and shall promptly provide any supplemental information requested in connection with the Transactions and in connection filings made hereunder pursuant to the HSR Act. Each party shall promptly substantially comply with any investigation request for any additional information or other inquiry materials. Each party shall use its best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement. Parent, Seller and Purchaser shall also cooperate to make any required filings outside the United States as promptly as practicable after the execution and delivery of this Agreement but in no event later than 15 days after the Closing. For purposes of this Section 4.04, the "efforts" of Purchaser shall include promptly (i) opposing any motion or before action for a Governmental Authority relating to temporary, preliminary or permanent injunction against the Transactions, including any proceeding initiated by a private party, Acquisition and (ii) promptly inform if Purchaser loses such motion or action for a preliminary or permanent injunction, entering into a consent decree containing Purchaser's agreement to hold separate and divest the other Parties of (products and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any assets of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (Company and its counsel) with copies of all filingssubsidiaries or Purchaser and its affiliates, presentations or submissions (and a summary of any oral presentations) made as the case may be, as required by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to FTC, the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege DOJ or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegeGovernmental Entity. (c) Unless prohibited Purchaser acknowledges that certain consents and waivers with respect to the transactions contemplated by applicable Law this Agreement may be required from parties to the Contracts listed on the Schedules hereto and that such consents and waivers have not been obtained. Purchaser agrees that Parent, Seller and their respective affiliates shall not have any liability whatsoever to Purchaser arising out of or Order relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the applicable Governmental Authoritytermination of any Contract as a result thereof. Purchaser further agrees that no representation, each warranty or covenant of Parent, Infiniti, Holdco, Merger Sub and Seller or the Company or its subsidiaries contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to the extent reasonably practicable, not participate in obtain any such consent or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Partieswaiver, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting termination or conversation and (iii) in any lawsuit, action, pro ceeding or investigation commenced or threatened by or on behalf of any person arising out of or relating to the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending failure to obtain any such meeting consent or engaging in any such conversationtermination. Prior to the Closing, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub Seller and the Company shall, and shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality subsidiaries of the foregoingCompany to, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party cooperate with Purchaser, upon the request of Purchaser, in any reasonable manner in connection with Purchaser obtaining any such consents and waivers; PROVIDED, HOWEVER, that such cooperation shall not include any requirement of Purchaser, Parent, Seller or any of their respective affiliates (including the Transactions; Company and the subsidiaries of the Company) to expend money, commence, defend or participate in any litigation or offer or grant any accommodation (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, financial or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactionsthird party.

Efforts. (a) Subject to Each of the terms Company and conditions of this AgreementHK shall, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall cause each of its Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, take all actions and to do, or cause to be done, and assist and cooperate with the other in doing, do all things necessary, proper or advisable under applicable Law or Order necessary to consummate and make effective the Transactions transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Article 5). In furtherance and not in limitation of the foregoing, each of the Company and HK shall, and the Company shall cause each of its Subsidiaries to, make all necessary filings with Governmental Entities as promptly as reasonably practicablepracticable in order to facilitate prompt consummation of the transactions contemplated by this Agreement. In addition, including each of HK and the Company will use its commercially reasonable efforts (including, without limitation, payment of any required fees) and will cooperate fully with each other to (i) preparing and filing comply as promptly as reasonably practicable with any Governmental Authority (all governmental requirements applicable to the transactions contemplated by this Agreement, including the ISA, the Companies Registrar making of all filings necessary or proper under applicable laws and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable regulations to consummate and make effective the Transactions transactions contemplated by this Agreement, including, but not limited to, the Proxy Statement or other foreign filings and any amendments to any thereof and (whether or not such ii) obtain promptly all consents, waivers, approvals, consentsauthorizations or permits of, registrationsor registrations or filings with or notifications to (any of the foregoing being a "Consent"), permits, authorizations and other confirmations are conditions to any Governmental Entity necessary for the consummation of the Merger pursuant transactions contemplated by this Agreement (except for such Consents the failure of which to Article 8); provided, however, that none obtain would not prevent or materially delay the consummation of the CompanyMerger). Subject to the Confidentiality Agreement, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub HK and the Company shall use furnish to one and other such necessary information and reasonable best efforts to (i) cooperate with each other in connection with any filing assistance as HK or submission with a Governmental Authority the Company may reasonably request in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegeforegoing. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.

Efforts. (a) Subject to the terms and conditions hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall party hereto will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable desirable under applicable Law or Order law to consummate carry out the provisions hereof and make effective thereof and give effect to the Transactions transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, the parties hereto will (i) subject to the provisions of this Section 3.1, including Section 3.1(b) and Section 3.1(d), use their reasonable best efforts to obtain as promptly as reasonably practicablepracticable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including (i) preparing any Governmental Entities, required in connection with the transactions contemplated by this Agreement and filing the other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable with and advisable, such information to any Governmental Authority (including the ISAEntity as such Governmental Entity may request in connection therewith, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining cooperate fully with the other parties hereto in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and maintaining to make all approvals, consents, registrations, permits, authorizations such filings and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not give such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed)notices. (b) Except Without limiting the generality of the foregoing, (1) as prohibited promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in any event within ten (10) Business Days of the date of this Agreement, unless a later date is mutually agreed between the parties), the parties will file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (2) as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)), file, make or give, as applicable, all other filings, requests and/or notices required under any other Antitrust Laws, in each case with respect to the Equity Transactions (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (1) and (2), collectively, the “Initial Antitrust Filings”). In addition, if, on or prior to the one-year anniversary of the date on which the Initial Antitrust Clearance was obtained, the IOMS Rights Holder and its Designees (for the avoidance of doubt, expressly including for this purpose any Warrantholder (as defined in Warrant 1) pursuant to the exercise in-part of Warrant 1 pursuant to the terms thereof during the Warrant 1 Special Exercise Period) have not exceeded the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h), as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in any event within ten (10) Business Days of such one-year anniversary, unless a later date is mutually agreed between the parties), the parties will file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice with respect to the Equity Transactions in order to exceed the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h) (but not, for purposes of such filing, any greater notification threshold) (the “Second HSR Filing”, and the date on which all such Notification and Report Forms comprising the Second HSR Filing shall have been initially filed, the “Second HSR Filing Date”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required by applicable Law or Order or by applicable Governmental Authoritylaw (including, each for the avoidance of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (idoubt any Antitrust Law) cooperate with each other in connection with any filing acquisition of shares of Common Stock comprising all or submission with a Governmental Authority in connection with any portion of the Equity Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of case, whether in full or in part), the Transactionsparties shall file, make or give, as applicable, as promptly as practicable and advisable (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider as determined in good faith by Walgreens in accordance with the views first sentence of the other in connection withSection 3.1(d)), any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all further required filings, presentations or submissions (and a summary of requests and/or notices required under any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the CompanyAntitrust Laws, including all analysesthe HSR Act (collectively, presentations, memoranda, briefs, arguments, opinions, proposals the “Other Antitrust Filings” and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in acquisitions, “Other Equity Transactions”, provided that “Other Antitrust Filings” shall not include the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the TransactionsSecond HSR Filing). Without limiting the generality of the foregoing, each Party: party agrees to supply as promptly as reasonably practicable and advisable to the appropriate Governmental Entities any information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. (c) Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each of the parties hereto agrees to use its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Entity, so as to enable the parties hereto to give effect to the transactions contemplated hereby and by the other Transaction Documents in accordance with the terms hereof and thereof; provided, that notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, nothing in this Section 3.1 shall require, or be construed to require, any party hereto or any of its Affiliates to agree to (and no party hereto (other than Walgreens with respect to its and/or its Affiliates own assets, businesses or interests, in each case other than WBAD or any of its subsidiaries) or any of its Affiliates will agree to, without the prior written consent of the other parties): (i) shall make all filings sell, hold separate, divest, discontinue or limit (if anyor any conditions relating to, or changes or restrictions in, the operation of) and give all notices any assets, businesses or interests of it or its Affiliates (if any) required to irrespective of whether or not such assets, businesses or interests are related to, are the subject matter of or could be made and given affected by such Party in connection with the Transactionstransactions contemplated by the Transaction Documents); (ii) shall use reasonable best efforts to obtain each consent without limiting clause (if anyi) required to be obtained (pursuant to in any applicable Law or Contractrespect, request by a Governmental Authorityany conditions relating to, or otherwisechanges or restrictions in, the operations of any such assets, businesses or interests that would reasonably be expected to adversely impact (x) the business of, or the financial, business or strategic benefits of the transactions contemplated hereby or by such Party in connection with any of the Transactionsother Transaction Documents to it or its Affiliates, or (y) any other assets, businesses or interests of it or its Affiliates; and or (iii) shall use reasonable best efforts without limiting clause (i) in any respect, any modification or waiver of the terms and conditions of this Agreement or any of the other Transaction Documents that would reasonably be expected to lift adversely impact (x) the business of, or cause financial, business or strategic benefits of the transactions contemplated hereby or by any of the other Transaction Documents to be overturned any restraintit or its Affiliates, injunction or other legal bar to the Transactions.(y)

Efforts. (a) Subject to Each of the terms Company and conditions of this AgreementFSI shall, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall cause each of its subsidiaries to, make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by this Agreement. In addition, each of FSI and the Company will use its reasonable best efforts (including, without limitation, payment of any required fees) and will cooperate fully with each other to take(i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by this Agreement, including the making of all filings necessary or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order laws and regulations to consummate and make effective the Transactions as promptly as reasonably practicabletransactions contemplated by this Agreement, including (i) preparing including, but not limited to, cooperation in the preparation and filing as promptly as reasonably practicable with of the Form S-4 and any Governmental Authority (including the ISAactions or filings related thereto, the Companies Registrar Proxy Statement or other foreign filings and any other Israeli Governmental Authority) or other Third Party all documentation amendments to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents any thereof and (ii) obtaining and maintaining obtain promptly all consents, waivers, approvals, consentsauthorizations or permits of, registrationsor registrations or filings with or notifications to (any of the foregoing being a "Consent"), permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to Entity necessary for the consummation of the Merger pursuant transactions contemplated by this Agreement (except for such Consents the failure of which to Article 8); provided, however, that none obtain would not prevent or materially delay the consummation of the CompanyMerger). Subject to the Confi- dentiality Agreement, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub FSI and the Company shall use furnish to one and other such necessary information and reasonable best efforts to (i) cooperate with each other as- sistance as FSI or the Company may reasonably request in connection with any filing or submission with a Governmental Authority in connection con- nection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegeforegoing. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.

Efforts. (a) Subject to On the terms and subject to the conditions of this Agreement, each party shall use its best efforts to cause the Closing to occur, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of Parentits Affiliates with respect to the Closing. Each party shall not, Infinitiand shall not permit any of their respective Affiliates to, Holdcotake any actions that would, Merger Sub or that could reasonably be expected to, result in any of the conditions set forth in Article II not being satisfied. Without limiting the foregoing or the provisions set forth in Section 5.05, each party shall use its best efforts to cause the Closing to occur on or prior to the Termination Date. Notwithstanding the foregoing, (i) the actions of the parties with respect to filings, approvals and other matters pursuant to the HSR Act and other Antitrust Laws shall be governed by Section 5.05, (ii) the actions of the parties with respect to Consents shall be governed by Section 5.04(b), and (iii) the actions of the parties with respect to the Financing shall be governed by Section 5.04(c) through Section 5.04(e). (b) Prior to the Closing, each party shall, and shall cause its Affiliates to, use its best efforts to obtain, and to cooperate in obtaining, all Consents from third parties necessary or appropriate to permit the consummation of the transactions contemplated by this Agreement; provided, however, that neither the Companies, Seller nor any other Subsidiary of Seller shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than nominal filing or application fees). For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, the foregoing sentence shall not apply to the consents set forth on Section 2.02(h) or Section 2.03(f) of the Schedules, and Buyer shall be required to obtain, and shall be solely responsible for obtaining, the consent set forth on Section 2.03(f) of the Schedules and Seller shall be required to obtain, and shall be solely responsible for obtaining, the Consents set forth in Section 2.02(h) of the Schedules. With the exception of the Consents set forth on Section 2.02(h) of the Schedules, Buyer acknowledges that certain Consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts listed in the Schedules and that such Consents and waivers have not been obtained. If any such Consent is not obtained, or if an attempted assignment of a Canyon Fuel Property, Mining Right or Contract would be ineffective or would adversely affect the rights of Seller, a Company, or any other Subsidiary of Seller such that a Company or Buyer would not in fact receive all such rights of the Canyon Fuel Property, Mining Right or Contract, Seller and Buyer will cooperate in a mutually agreeable arrangement under which the relevant Company would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or sub-leasing to such Company which Seller would enforce for the benefit of such Company, with such Company assuming Seller’s (or the applicable Seller Subsidiary’s) obligations, against a third party thereto. Buyer acknowledges that no representation, warranty or covenant of Seller contained herein shall be breached or deemed inaccurate or breached, and except with respect to Consents listed on Section 2.02(h) of the Schedules no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent or waiver or (ii) any lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or any such termination. From and after the Closing, Seller shall, and shall cause its Affiliates to, exercise or exploit their respective rights and options under each such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof) only as reasonably directed by the Buyer. (c) Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or reasonably advisable under applicable Law or Order to consummate consummate, and make effective obtain the Transactions proceeds of, the Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to, and cause its representatives to, (i) maintain in effect the Commitment Letters; (ii) negotiate and enter into definitive agreements with respect to the Debt Financing consistent with the terms and conditions contained in the Debt Commitment Letter (any such agreements, the “Financing Definitive Agreements”) and deliver to Seller a complete, correct and executed copy thereof as promptly as practicable after execution thereof; (iii) satisfy on a timely basis all conditions in the Commitment Letters or the Financing Definitive Agreements and comply with its obligations applicable to the Buyer and within its control thereunder; (iv) obtain such third-party consents as may be reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from by Buyer in connection with the Financing; (v) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing; and (vi) promptly enforce its rights under the Commitment Letters or Financing Definitive Agreements, as applicable, in the event of a breach by the financing sources that impedes or delays the Closing, including seeking specific performance by the parties thereunder. Buyer shall not, on or prior to the Closing, without the prior written consent of Seller, (x) permit any Governmental Authority amendment, replacement, supplement or other Third Party that are necessarymodification to, proper or advisable any waiver of any material provision or remedy under, the Commitment Letters or the Financing Definitive Agreements if such amendment, modification, waiver or remedy (A) adds new (or modifies, in a manner adverse to consummate and make effective the Transactions (whether Buyer, any existing) conditions or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions contingencies to the consummation of the Merger pursuant Financing, (B) reduces the amount thereof below the amount required to Article 8); providedconsummate the transactions contemplated by this Agreement, however, that none including the payment of the CompanyBase Purchase Price and any adjustments thereto, and to pay related fees and expenses, (C) materially adversely impacts the ability of Buyer to enforce its Subsidiaries nor rights against other parties to the Commitment Letters or the Financing Definitive Agreements or otherwise materially adversely impacts Seller, or (D) would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement, or (y) terminate or permit termination of any of their respective Representatives the Commitment Letters or the Financing Definitive Agreements. Buyer shall provide notice topromptly, upon execution thereof deliver to Seller copies of any such amendment, replacement, supplement, modification or waiver. In the event that all conditions to the Commitment Letter or the Financing Definitive Agreements have been satisfied, or request consent fromupon funding will be satisfied, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company Buyer shall use reasonable best efforts to cause the Lenders and the Equity Investor to fund on the Closing Date the Financing (including by taking enforcement action, including seeking specific performance, to cause such Lenders and Equity Investor to fund such Financing) as necessary to cause the Closing to occur by the third Business Day following the satisfaction or waiver of the conditions set forth in Article II (other than those conditions that by their nature are to be satisfied or waived at the Closing). Buyer shall (I) give Seller prompt oral and written notice of any breach or default by any party to the Commitment Letters, the Financing Definitive Agreements or any commitments pursuant to any Alternative Financing (“Alternative Financing Commitments”), any purported termination or repudiation of the Commitment Letters, the Financing Definitive Agreements or any Alternative Financing Commitments by any party thereto or, upon receipt thereof notice of any material dispute or disagreement between or among the parties to the Commitment Letters, the Financing Definitive Agreements or any Alternative Financing Commitments and (II) otherwise keep Seller reasonably informed of the status of Buyer’s efforts to arrange the Financing (or replacement thereof). As soon as reasonably practicable, but in any event within three Business Days of the date Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (I) of the immediately preceding sentence. In the event that any portion of the Financing becomes unavailable, regardless of the reason therefor, Buyer will (i) cooperate with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent as promptly as reasonably practicable alternative debt or equity financing, as applicable (if anyin an amount sufficient, when taken together with the proceeds from the Debt Financing or Equity Financing, as applicable, to consummate the transactions contemplated by this Agreement, including the payment of the Base Purchase Price and any adjustments thereto, and to pay related fees and expenses) required (such alternative debt or equity financing, “Alternative Financing”), on terms that are not less favorable to Buyer than those set forth in the Commitment Letters and that would not have any of the effects specified in clauses (A), (B), (C) and (D) of the second sentence of this Section 5.04(c), taken as a whole, from the same and/or other sources and enter into definitive agreements with respect thereto (which agreements with respect to the alternative debt financing will be obtained considered Financing Definitive Agreements), and (pursuant ii) promptly notify Seller of such unavailability and the reason therefor. (d) Upon the reasonable request of Buyer, Seller shall, and shall cause its Subsidiaries (including the Companies) to, use its reasonable best efforts to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party reasonably cooperate with Buyer in connection with the Transactions; Debt Financing, including, (i) reasonable assistance with preparation of all required financial statements or other financial information relating to the Companies to the extent required by the Debt Commitment Letter, (ii) reasonable participation in meetings and road shows, if any, (iii) the provision of information relating to the Debt Financing reasonably requested by Buyer that is reasonably necessary and customary to assist Buyer in connection with Buyer obtaining the Debt Financing, (iv) reasonable assistance in the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents of the Companies to the extent required by the Debt Commitment Letter and (v) taking such action as may reasonably be requested to facilitate the perfection of the Lenders’ security interest in the collateral contemplated by the Debt Financing on the Closing Date; provided that nothing herein shall use require such cooperation from Seller or any of its Subsidiaries to the extent it would unreasonably interfere with the ongoing operations of Seller and its Subsidiaries. (e) Buyer shall, promptly upon request of Seller, reimburse Seller for all reasonable best efforts out-of-pocket costs incurred by Seller or any of its Subsidiaries in connection with such cooperation. Buyer shall indemnify and hold harmless Seller and its Subsidiaries for and against any and all losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by Seller and its Subsidiaries) except to lift the extent such losses arise from any Warranty Breach for purposes of Section 8.01, any breach or cause non-compliance by Seller of any covenant or agreement in this Agreement. (f) Any information provided to Buyer or its representatives in accordance with this Section 5.04 or otherwise pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, shall be deemed to be overturned any restraintprovided under, injunction or other legal bar and shall be subject to the Transactionsterms of, the Confidentiality Agreement. (g) Neither Buyer nor any of its Affiliates shall terminate the Equity Purchase Agreement pursuant to Section 7.01(a) of the Equity Purchase Agreement without the prior written consent of Seller.

Efforts. (a) Subject to the terms and conditions of this Agreementhereof and applicable Law, each of Parentthe parties hereto agrees, Infinitiand agrees to cause their respective Subsidiaries, Holdco, Merger Sub to cooperate and the Company shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicablepracticable the Merger and the other transactions contemplated hereby on the terms and conditions set forth in this Agreement, and to cooperate with each other in connection with the foregoing, including (i) preparing using its commercially reasonable efforts (at the Company’s sole expense) to obtain and filing maintain all necessary waivers, consents and approvals of Third Parties to Material Contracts, Easements, Tenant Leases, Ground Leases and Option Leases, (ii) using its commercially reasonable efforts to obtain and maintain all consents, approvals and authorizations as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all are necessary, proper or advisable to be obtained under applicable Law, (iii) subject to Section 7.01, using commercially reasonable efforts to lift or rescind any Order adversely affecting the ability of the parties to consummate the Merger, and (iv) using its commercially reasonable efforts to prepare and file as promptly as practicable with the appropriate Governmental Entities all filings, notices, petitions, statements, registrations, applications, submissions of information, applications information and other documents necessary to consummate the transaction contemplated by this Agreement and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters. (iib) obtaining In furtherance and maintaining all approvalsnot in limitation of the covenants of the parties contained in this Section 5.09, consentsbut subject to Section 7.01, registrationseach of the parties hereto shall use its reasonable best efforts to resolve such objections or Action, permitsif any, authorizations and other confirmations required to as may be obtained from any asserted by a Governmental Authority Entity or other Third Party Person with respect to the transactions contemplated hereby. Without limiting any other provision of this Agreement, the Series A Holders, Parent and the Company shall each use their reasonable best efforts to avoid the entry of, or to have vacated or terminated, any Order that are necessarywould restrain, proper prevent or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to delay the consummation of the Merger pursuant and the other transactions contemplated hereby, on or before the Outside Date. Subject to Article 8); providedthe Indemnification Agreement and except as otherwise provided herein, however, that none the Series A Holders and the Company shall give Parent the opportunity to participate in the defense or settlement of any such Action against the Company, its Subsidiaries nor Company or any Company Subsidiary or any of their respective Representatives directors, officers, managers or employees relating to the transactions contemplated by this Agreement, and no such settlement shall provide notice to, or request consent from, any Third Party with respect be agreed to this Agreement or the Transactions without first obtaining the Parent’s prior written consent of Parent (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned). . Notwithstanding the foregoing, Parent’s consent to the settlement of any Action against the Company or any Company Subsidiary or any of their respective directors, officers, managers or employees shall not be required if such settlement (bi) Except as prohibited either (A) solely involves a monetary payment which is fully paid by applicable Law the Series A Holders or Order or by applicable Governmental Authority(B) does not, each and would not reasonably be expected to, directly adversely impact the operation of the business of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate with each or any of their respective Subsidiaries other than in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private partyde minimis respect, (ii) promptly inform does not require any admission or acknowledgement of fault or liability by Parent, the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, Company or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactionstheir respective Subsidiaries or any of their respective directors, officers, managers or employees, (iii) consult with each other prior to taking includes an unconditional release of Parent, the Company, any material position in discussions with Company Subsidiary or filings to be submitted to any Governmental Authority regarding any of their respective directors, officers, managers or employees, to the Transactionsextent a named party thereto, in respect of such Action and/or results in a dismissal with prejudice of such Action and (iv) permit the other parties to review and discuss in advancedoes not violate or cause Parent, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege their respective Subsidiaries or any other privilege pursuant of their respective directors, officers, managers or employees, as applicable, to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to violate any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the TransactionsLaw.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of Parentthe Company and the Purchaser shall, Infiniti, Holdco, Merger Sub and the Company shall cause its Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Agreements and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, confirmation, determination, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company, any of its Subsidiaries or the Purchaser, Bear Stxxxxx xr any of the members of Doral GP Ltd. listed in Section 6.1(d)(ii) of the Purchaser Disclosure Schedule in connection with the transactions contemplated by this Agreement and the other Transaction Agreements; provided, however, that the Purchaser shall not be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in the last sentence of Section 6.1(d)(i). (b) Subject to the terms and conditions of this Agreement (including the proviso in Section 5.8(a)), each of the Company and the Purchaser agrees to use reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective effective, as soon as practicable after the Transactions (whether or not such approvalsdate of this Agreement, consentsthe transactions contemplated hereby and by the other Transaction Agreements, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use including using reasonable best efforts to (i) cooperate with each other in connection with lift or rescind any filing injunction or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation restraining order or other inquiry Order adversely affecting the ability of the parties to consummate the transactions contemplated hereby or by or before a Governmental Authority relating to the Transactionsother Transaction Agreements, including any proceeding initiated by a private party, and (ii) promptly inform defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or by the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, Transaction Agreements or given by such Party to, any Governmental Authority and of any seeking material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegedamages. (c) Unless prohibited by applicable Law or Order or by The Company agrees that as promptly as practicable after the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company date hereof it shall (i) give stop transfer instructions to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of transfer agent for the Transactions (including Common Stock with respect to any shares of Common Stock held by the shareholders party to that certain Voting Agreement, dated as of the actions referred to in Section 7.01(adate hereof (the “Voting Agreement”)) without , by and among the other Parties, (ii) to Purchaser and the extent reasonably practicable, give shareholders of the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect Company signatories thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.

Efforts. (a) Subject to the terms and conditions hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, each of Parent, Infiniti, Holdco, Merger Sub and the Company party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable desirable under applicable Applicable Law or Order to consummate carry out the provisions hereof and make effective thereof and give effect to the Transactions as promptly as reasonably practicabletransactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, including each of the parties shall (i) preparing and filing subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Authority (including Entities, required in connection with the ISAtransactions contemplated by this Agreement and the other Transaction Documents, which, for the Companies Registrar avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessaryEntity as such Governmental Entity may request in connection therewith, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and maintaining to make all approvals, consents, registrations, permits, authorizations such filings and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not give such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed)notices. (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as reasonably practicable after written notice from Amazon, and in any event no later than in accordance with established regulatory timeframes, the parties shall make file any Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all filings (if anysuch Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.as

Efforts. (a) Subject Each of the Parties agrees to the terms and conditions of this Agreement, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use its respective reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under this Agreement and applicable Law or Order Laws to consummate and make effective the Transactions as promptly as reasonably practicable, including including: (i) preparing the obtaining of all necessary actions or nonactions, licenses, permits, orders, notifications, clearances, waivers, authorizations, expirations or terminations of waiting periods, clearances, Consents and filing approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as promptly as reasonably practicable may be necessary to obtain an approval or waiver from, or to avoid any Action, injunction or proceeding by, any Governmental Entity, including in connection with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and Regulatory Law; (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from the defending of any Governmental Authority Actions challenging this Agreement or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant Transactions; and (iv) the execution and delivery of any notification or additional instruments necessary to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to consummate this Agreement or and the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed)Transactions. (b) Except The Parties shall use commercially reasonable efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall respond as prohibited promptly as practicable to any request by any Governmental Entity for information, documentation, other material or testimony, including by responding at the earliest reasonably practicable date to any request under or with respect to any inquiry by any Governmental Entity, and any such other applicable Law Laws for additional information, documents or Order other materials received by the Sellers or by applicable the Purchaser or any of their respective Affiliates from any Governmental AuthorityEntity regarding any matter with respect to the Transactions under any Regulatory Law. In furtherance and not in limitation of the foregoing, each of Parentthe Parties shall, Infinitiand shall cause their Affiliates to, Holdco, Merger Sub and the Company shall use reasonable best efforts to undertake promptly any and all action required to complete the Transactions as promptly as practicable (ibut in any event prior to the Outside Date) cooperate and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any Action in any forum by or on behalf of any Governmental Entity or the issuance of any Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Transactions, including to (x) proffer or consent and/or agree to any Order or other agreement providing for the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business or (y) promptly effect the disposition, licensing or holding separate of any assets or lines of business or (z) take any other remedy requested or proposed by any Governmental Entity, in each case, as may be necessary to permit the lawful consummation of the Transaction on or prior to the Outside Date and except as would have or would reasonably be expected to materially and adversely affect the Company, taken as a whole, following Closing. The Sellers and the Purchaser shall only be required to undertake any action contemplated by the immediately preceding sentence in the event that such action is conditioned on the consummation of the Transactions. (c) Without limiting the generality of the rest of this Section 6.3, each of the Parties shall cooperate, as promptly as practicable, in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating and shall, subject to applicable Law and reasonable confidentiality considerations, as promptly as reasonably practicable (i) furnish to the Transactions, including any proceeding initiated by a private party, other such necessary information and reasonable assistance as the other Party may reasonably request in connection with the foregoing; (ii) promptly notify and inform the other Parties Party of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, or any of their Affiliates to any Governmental Authority and of any material communication received or given in connection with any proceeding by a private partyEntity, in each case regarding any of the Transactions, ; and (iii) consult provide counsel for the other Party with each other prior to taking any material position in discussions copies of all filings made by such Party, and all correspondence between such Party (and its advisors) with or filings to be submitted to any Governmental Authority regarding Entity, and any other information supplied by such Party and such Party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the Transactions; provided, however, that materials may be provided on an outside counsel-only basis, and/or may be redacted (A) to remove references concerning competitively sensitive information and the valuation of the TransactionsCompany and the transactions contemplated thereby and (B) as necessary to comply with contractual arrangements. Each Party shall, (iv) subject to applicable Law, permit counsel for the other parties Parties a reasonable opportunity to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any analysesproposed written communication, presentationsdraft filing, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted correspondence or submission to any Governmental Authority regarding Entity in connection with the Transactions. Each Party agrees not to participate, or to permit any of its Affiliates or their respective Representatives to participate, in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the Transactions, and (v) coordinate unless it consults with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filingsadvance and, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicablenot prohibited by such Governmental Entity, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give gives the other Parties reasonable prior notice of any such meeting or conversation the opportunity to attend and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect theretoparticipate. (d) ParentAny information provided to any Party or its Representatives to another Party or its Representatives in accordance with this Section 6.3 or otherwise pursuant to this Agreement shall be held by the receiving Party and its Representatives in accordance with, Infinitiand shall be subject to, Holdco, Merger Sub the confidentiality obligations set forth in the Confidentiality Agreement. (e) During the period from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Company Closing Date, the Parties shall use reasonable best efforts to takenot, and shall not permit any of their Affiliates to, knowingly take any action that could prevent, materially delay or cause to be taken, all actions necessary to consummate materially impede the Transactions. Without limiting the generality consummation of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the TransactionsTransaction.

Efforts. (a) Subject to On the terms and subject to the conditions of this Agreement, each party shall use its reasonable best efforts to cause the Closing to occur as promptly as practicable, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of Parentits Affiliates with respect to the Closing. Each party hereto shall not take, Infinitiand shall prevent their respective Affiliates from taking, Holdcoany actions that would, Merger Sub or that would reasonably be expected to, result in the failure of any of the conditions set forth in Article II. This Section 5.04(a) shall not apply to: (i) the actions of the parties addressed by Section 5.04(c); (ii) the actions of the parties addressed by Section 5.04(e) through Section 5.04(i); or (iii) the actions of the parties addressed by Section 5.10(b). (b) Without limiting the generality of the foregoing and except as required to consummate the transactions contemplated in this Agreement, Buyer will not take, and shall prevent its Affiliates from taking, any action, including incurring any indebtedness, issuing any securities or acquiring (including by merger, consolidation or acquisition of equity interests or assets) or disposing of any assets or equity interests, in each case that would, or that could reasonably be expected to, have an adverse effect on the receipt or timing of receipt of any approval, consent, authorization, action or inaction required to consummate the transactions contemplated in this Agreement. In using its respective reasonable best efforts, each of Seller and Buyer shall cooperate in all respects with each other in connection with any filing or submission to any Governmental Body and in connection with any investigation or other inquiry related to any Applicable Law and shall promptly: (i) furnish to the other party hereto such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary or advisable under any Applicable Law; (ii) inform the other party of any material communication from any Governmental Body regarding any of the transactions contemplated by this Agreement, including any inquiries or requests for information from any Governmental Body; (iii) permit counsel for the other party, with reasonable notice and subject to Applicable Law, to review in advance, and consider in good faith the views of the other party in connection with any proposed communication to any Governmental Body in connection with the transactions contemplated by this Agreement; and (iv) provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Body and any other information supplied by such party and such party’s Subsidiaries or Affiliates to a Governmental Body or received from such a Governmental Body in connection with the transactions contemplated by this Agreement; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Companies; and (y) as necessary to comply with contractual arrangements or Applicable Law. Each of Seller and Buyer agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Body, gives the other party the opportunity to attend and participate. This Section 5.04(b) shall not apply to (i) the actions of the parties addressed by Section 5.04(c), (ii) the actions of the parties addressed by Section 5.04(e) through Section 5.04(i), or (iii) the actions of the parties addressed by Section 5.10(b). (c) Prior to the Closing, each party hereto shall, and shall cause its Affiliates to, use commercially reasonable efforts to obtain, and to cooperate in obtaining, all Permits and Consents from third parties necessary or appropriate to permit the consummation of the transactions contemplated by this Agreement including the Restructuring; provided, that, no party or its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Permit or Consent may be required (other than nominal filing or application fees with any Governmental Body). To the extent that the rights of Seller or its Affiliates under any Permits or Contracts contemplated by the preceding sentence may not be assigned without the Consent of a third party which has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign the same unless and until such Consent has been obtained or is no longer required. If any such Consent is not obtained as of the Closing or if an attempted assignment would be ineffective or would adversely affect a party’s rights such that a Company or Buyer would not in fact receive all such rights to any such Contract or Permit, Seller and Buyer will cooperate in a mutually agreeable arrangement under which the relevant Company would obtain, to the extent practicable, all rights and assume the corresponding Liabilities thereunder, including by means of sub-contracting, sub-licensing or sub-leasing arrangement, or under which Seller would enforce, or cause its Affiliates, as appropriate, to enforce, for the benefit of such Company, with such Company assuming and agreeing to pay the Seller’s and its Affiliate’s obligations and expenses, any and all rights of Seller or its Affiliates against third parties; provided, that, (i) if any such Consent required in connection with any coal sales agreement applicable to the Business is not obtained as of Closing or (ii) if any such Consent required in connection with any master leasing agreement set forth on Schedule 5.04(c)(ii) is not obtained as of Closing without modification of the economic terms of such master leasing agreements, then, in each case Buyer and Seller will follow the additional procedures set forth on Schedule 5.04(c)(i) and Schedule 5.04(c)(ii), respectively. From and after the Closing, Seller shall, and shall cause its Affiliates to, exercise or exploit their respective rights and options under each such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof) only as reasonably directed by Buyer and at Buyer’s sole cost. This Section 5.04(c) shall not apply to the actions of the parties addressed by Section 5.10(b). (d) In using its respective reasonable best efforts, each of Seller and Buyer, subject to Applicable Law, shall not: (i) agree to extend any waiting period under Applicable Law without the prior written consent of the other party; (ii) enter into any agreement with any Governmental Body not to consummate the transactions contemplated by this Agreement without the prior written consent of the other party; or (iii) take any other action that would be reasonably likely to prevent consummation of the transactions contemplated by this Agreement prior to the Termination Date; provided, that, Buyer may conduct a Pull and Refile consistent with Section 5.05(b). (e) Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or reasonably advisable under applicable Law or Order to consummate, and obtain the proceeds of, debt financing (the “Debt Financing”), together with the Equity Financing, in an amount sufficient to consummate and make effective the Transactions as promptly as reasonably practicable, including transactions contemplated by this Agreement (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, “Financing”). In the Companies Registrar and any other Israeli Governmental Authority) or other Third Party event that all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice toEquity Commitment Letter have been satisfied, or request consent fromupon funding will be satisfied, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company Buyer shall use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission with a Governmental Authority cause the Equity Investor to fund on the Closing Date the Equity Financing as necessary to cause the Closing to occur on the date on which the Closing is to occur pursuant to Section 1.03. Buyer shall provide all information reasonably requested by Seller in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactionsstatus, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations completion and other confirmations from any Governmental Authority matters addressed in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c5.04(e) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to takepermit, or in consultation and coordination with Buyer, Seller and its Affiliates and their respective officers, employees, advisors and representatives to meet with Buyer’s financing sources promptly upon Seller’s request. (f) Prior to the Closing, subject Section 5.04(g) and Section 5.04(h), Seller shall, and shall cause the Companies to, use commercially reasonable efforts to be takencause their respective directors, officers, employees, consultants and advisors, including legal and accounting advisors, to provide to Buyer, all actions necessary reasonable cooperation reasonably requested by Buyer to consummate assist Buyer in connection with the Transactions. Without limiting the generality of the foregoingFinancing, each Partyincluding to: (i) shall make all filings promptly provide Buyer (if anyand on behalf of Buyer to its financing sources and their respective representatives) with the Required Information; (ii) cause senior management and give all notices other representatives to participate in a reasonable number of meetings, presentations, due diligence sessions, sessions with prospective financing sources and their representatives, and sessions with rating agencies, in each case, at reasonable times and locations mutually agreed; (if anyiii) assist Buyer or on behalf of Buyer its financing sources with the preparation of materials for rating agency and investor presentations, bank information memoranda, confidential information memoranda, marketing materials and similar documents required to be made and given by such Party in connection with the TransactionsFinancing; (iiiv) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party provide appropriate representations consistent with those contained in Article III of this Agreement in connection with the Transactionspreparation of financial statements and other financial data of the Companies and cause Seller’s independent auditors to provide reasonable and customary assistance and cooperation in connection with the Companies’ financial information in the Financing; (v) facilitate the preparation on behalf of Buyer of guarantees, pledging of collateral of the Companies in connection with the Debt Financing, including executing and delivering any customary guarantee, pledge and security documents, or other definitive financing documents or other customary certificates (including a solvency certificate), or documents as may be reasonably requested by Buyer to facilitate any guarantee, obtaining and perfection of security interests in collateral from and after the Closing (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing); (vi) provide to Buyer (and on behalf of Buyer to its financing sources) all documentation and other information related to the Companies required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (viii) take corporate action (subject to the occurrence of the Closing) reasonably necessary to permit the completion of the Financing; (ix) provide reasonable access to the lenders to evaluate the Companies’ inventory, current assets, cash management and accounting systems, and policies and procedures relating thereto for the purpose of establishing collateral arrangements (including allowing access for field exams and inventory appraisals); and (x) assist with the payoff of existing indebtedness of the Companies on the Closing Date from the proceeds of the Financing and the release of related liens on the Closing Date upon confirmation of payment from the proceeds of the Financing (including obtaining customary payoff letters prior to Closing, and after confirmation of payoff the delivery and release of lien terminations and other instruments of discharge and possessory collateral, if any). (g) Buyer shall, promptly upon request of Seller, reimburse Seller for all reasonable out-of-pocket and documented costs (including reasonable and documented out-of-pocket attorneys’ fees) incurred by Seller or any of its Affiliates in connection with Seller’s obligations in Section 5.05(f) (the “Cooperation Covenant”). Buyer shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective officers, directors, employees, agents, Affiliates and representatives from and against any and all Damages suffered or incurred by them in connection with their obligations under the Cooperation Covenant or the financing contemplated by the Debt Financing and any information utilized in connection therewith, except to the extent such Damages arise from (x) fraud, gross negligence or willful misconduct by any such Person or (y) breach of any representation or warranty set forth in Section 3.06. (h) Nothing in the Cooperation Covenant shall require Seller or its Affiliates to (i) pay any fees, reimburse any expenses or give any indemnities or incur any cost or Liability (in the case of the Companies, prior to the Closing Date), (ii) cause its directors to adopt or pass any resolutions or consents approving the agreements, documents and instruments authorizing the execution of the Debt Financing (other than in the case of directors that will remain as directors of the Companies after Closing only, and provided that such resolutions or consents would be effective only following the Closing) or otherwise incur any Liability with respect thereto, (iii) provide any assistance to the extent it would materially interfere with the day-to-day operations of the Business, (iv) execute or deliver any certificate, document or agreement in connection with the Debt Financing unless the effectiveness of such certificate, document or agreement is contingent upon the occurrence of the Closing or (iv) provide any solvency opinion (as opposed to a solvency certificate) or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of Seller, result in a violation of Applicable Law or loss of attorney-client privilege. (i) Notwithstanding anything to the contrary in this Agreement, the Cooperation Covenant shall use be deemed satisfied and Seller shall not be deemed to have breached or failed to perform or observe any covenants, obligations or other agreements contained in any Cooperation Covenant, in each case, unless promptly upon becoming aware of an alleged breach or failure to perform or observe any Cooperation Covenant, and in any event no later than ten (10) Business Days prior to the Termination Date, Buyer provides a written notice to Seller specifying in reasonable best efforts to lift detail such breach or cause failure and the specific steps required to be overturned any restrainttaken by Seller to cure such alleged breach or failure to perform or observe such Cooperation Covenant in a commercially reasonable and practicable manner consistent with such Cooperation Covenant, injunction and Seller has not cured or other legal bar caused to the Transactionsbe cured such alleged material breach or failure to perform or observe such Cooperation Covenant within five (5) Business Days of such notice.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of Parentthe parties hereto shall use its reasonable best efforts to take, Infinitior to cause to be taken, Holdcoall actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate (as defined in Section 251(h) of the DGCL) and make effective, as promptly as practicable, the Offer and Merger Sub and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and Parent Approvals, from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation (as defined in Section 251(h) of the DGCL) of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In furtherance of the foregoing, the Company may, but in no event shall the Company or any of its Subsidiaries be required to, pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation (as defined in Section 251(h) of the DGCL) of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and Parent Approvals, from Governmental Authorities. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, if required under the HSR Act, the Company and Parent shall (i) promptly, but in no event later than the tenth (10th) Business Day after the date of this Agreement, file any and all Notification and Report Forms required under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, Authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, Authorizations or approvals, (iii) supply to any Governmental Authority as promptly as practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Authority and (iv) use reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, and assist and cooperate with the all other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvalsOffer, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); providedand the other transactions contemplated hereby. (c) Each of Parent and the Company shall, howeverupon request by the other, that none of furnish the Companyother with all information concerning itself, its Subsidiaries nor Subsidiaries, directors, officers and equityholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Representatives shall provide notice to, or request consent from, Subsidiaries to any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate with each other in connection with third party and/or any filing or submission with a Governmental Authority in connection with the Transactions Merger and in connection with the transactions contemplated by this Agreement. Subject to applicable legal limitations and the instructions of any investigation or Governmental Authority, the Company and Parent shall keep each other inquiry by or before a Governmental Authority apprised of the status of matters relating to the Transactionsconsummation (as defined in Section 251(h) of the DGCL) of the Offer, the Merger and the other transactions contemplated by this Agreement, including any proceeding initiated by a private party, (ii) promptly inform furnishing the other Parties with copies of (and if in writing, supply to the notices or other Parties) any communication (other than any ministerial communications) communications received by such Party fromthe Company or Parent, as the case may be, or given by such Party toany of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Authority with respect to such Merger or transactions. The Company and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit Parent shall provide counsel for the other parties party a reasonable opportunity to review and discuss in advance, and consider in good faith the views of the other party in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted proposed written communication to any Governmental Authority regarding any Authority. Each of the TransactionsCompany and Parent agrees not to participate in any substantive meeting or discussion, and (v) coordinate either in person or by telephone, with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactionsproposed transactions unless it consults with the other party in advance and, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless extent not prohibited by applicable Law or Order or by the applicable such Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without gives the other Parties, (ii) party the opportunity to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation attend and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect theretoparticipate. (d) ParentIn furtherance and not in limitation of the covenants of the parties contained in this Section 6.10, Infinitiif any administrative or judicial action or proceeding, Holdcoincluding any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer, the Merger Sub and or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use its respective reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation (as defined in Section 251(h) of the DGCL) of the Offer, the Merger or any other transaction contemplated hereby. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, Regulations, Orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Authority, or that otherwise may cause to be takenany restriction, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; Offer, the Merger and the transactions contemplated thereby, including (i) the Xxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law governing the direct or Contract, request by a Governmental Authority, indirect ownership or otherwise) by such Party in connection with control of any of the Transactions; operations or assets of the Company and its Subsidiaries or (iii) shall use reasonable best efforts to lift any Law with the purpose of protecting the national security or cause to be overturned the national economy of any restraint, injunction or other legal bar to the Transactionsnation.

Efforts. (a) Subject Upon the terms and subject to the terms and conditions set forth in this Agreement (subject to, and in accordance with, applicable Law), from the date of this AgreementAgreement to the Closing, each of Parent, Infiniti, Holdco, Merger Sub and the Company Parties shall use its 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 other Parties in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions effective, as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received transactions contemplated by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the TransactionsAgreement. Without limiting the generality of the foregoing, subject to the terms and conditions set forth in this Agreement, from the date of this Agreement to the Closing, each Party: Party shall (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent all necessary actions or nonactions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (if anyincluding filings with Governmental Bodies) required and the taking of all reasonable steps as may be necessary to be obtained (pursuant to any applicable Law obtain an approval or Contract, request by a Governmental Authoritywaiver from, or otherwiseto avoid an action or proceeding by, any Governmental Body, (ii) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift obtain all necessary consents, approvals or cause waivers from third parties under any Contract; provided, however, that no Party shall be required to be overturned make any restraintmaterial payments, injunction incur any material Liability or offer or grant any material accommodation (financial or otherwise) to any third party to obtain any such consent, approval or waiver), (iii) defend any lawsuits or other legal bar proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed, subject to the Transactionslimitations set forth in Section 6.4(d) and (iv) execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Notwithstanding the foregoing, New York shall not be prohibited under this Section 5.8(a) from taking any action permitted by Section 5.1(b) or Section 5.1(c). (b) Nothing in this Section 5.8 shall require any Party to (i) consent to any action or omission by any other Party that would be inconsistent with this Section 5.8, absent such consent, or (ii) agree to amend or waive any provision of this Agreement, or take or agree to any actions that would reasonably be expected to result in a London Burdensome Condition or a New York Burdensome Condition. (c) Notwithstanding anything else in this Agreement to the contrary, reasonable best efforts on the part of London and its Affiliates, including with respect to the matters contemplated by this Section 5.8, Section 5.9, Section 5.10, and Section 5.11, shall not require London or any of its Affiliates to agree to or accept a London Burdensome Condition. Notwithstanding anything else in this Agreement to the contrary, reasonable best efforts on the part of New York and its Affiliates, including with respect to the matters contemplated by this Section 5.8, Section 5.9, Section 5.10, and Section 5.11, shall not require New York or any of its Affiliates to agree to or accept a New York Burdensome Condition.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of Parent, Infiniti, Holdco, Merger Sub and the Company parties hereto shall use their commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all actions actions, and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions Merger and the other transactions contemplated hereby, including (whether i) the obtaining of all necessary actions or not such approvalsnonactions, waivers, consents and approvals from Governmental Entities 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 Governmental Entity, (ii) the obtaining of all necessary consents, registrationsapprovals or waivers from third parties, permits(iii) the defending of any lawsuits or other legal proceedings, authorizations and other confirmations are conditions to whether judicial or administrative, challenging this Agreement or the consummation of the Merger pursuant transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to Article 8); providedconsummate the transactions contemplated hereby. In addition, however, that none of Parent shall use its reasonable best efforts to obtain the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party Funding in accordance with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed)Funding Commitments. (b) Except as prohibited by applicable Law or Order or by applicable Governmental AuthoritySubject to the terms and conditions herein provided and without limiting the foregoing, each of Parent, Infiniti, Holdco, Merger Sub the Holdings Parties and the Company Parent Parties shall use reasonable best efforts to (i) if required, as promptly as practicable after the date hereof, make their respective filings and thereafter make any other required submissions under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, 15 U.S.C. §18a, as amended (the “HSR Act”), (ii) use commercially reasonable efforts to cooperate with each other in connection with (x) determining whether any filing filings are required to be made with, or submission with a consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authority Entities in connection with the Transactions execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use commercially reasonable efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state or foreign antitrust enforcement authorities or competition authorities, other Governmental Entities in connection with any investigation the HSR Act, or other inquiry state or federal regulatory authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law (as defined herein) with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by or before a any Governmental Authority Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, use commercially reasonable efforts to keep each other apprised of the status of matters relating to the Transactionscompletion of the transactions contemplated by this Agreement, including any proceeding initiated to the extent permitted by a private party, (ii) Law promptly inform furnishing the other with copies of notices or other communications received by the Holdings Parties or any of their Subsidiaries or the Parent Parties, as the case may be, from any third party and/or any Governmental Entity with respect thereto. (and if in writing, supply c) Subject to the other Parties) rights of the Parent Parties in Section 5.11, and in furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any communication (other than any ministerial communications) received by such Party fromadministrative or judicial action or proceeding, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with including any proceeding by a private party, in is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement, each case regarding any of the Transactions, (iii) consult Holdings Parties or the Parent Parties shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or 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 Merger or any other transactions contemplated hereby. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b)(i) or (ii) so long as such party has, prior to taking such termination, complied with its obligations under this Section 5.6. (d) The Parent Parties and the Holdings Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material position in discussions with or filings provided to the other under this Section 5.6 as “Regulatory Counsel Only Material.” Such materials and the information contained therein shall be submitted given only to any Governmental Authority regarding any the outside regulatory counsel of the Transactionsrecipient and will not be disclosed by such outside counsel to employees, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views officers or directors of the other recipient unless express written permission is obtained in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any advance from the source of the Transactions, and materials (v) coordinate with the other Parent Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the TransactionsHoldings Parties as the case may be) or its legal counsel. Notwithstanding anything to the contrary hereinin this Section 5.6, Parent shall, on behalf materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of the PartiesCommon Units or the business of the Holdings Group Entities. For purposes of this Agreement, have control over “Regulatory Law” means any and lead all communications state, federal and strategyforeign statutes, in coordination with the Companyrules, including all analysesregulations, presentationsorders, memorandadecrees, briefs, arguments, opinions, proposals administrative and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations judicial doctrines and other confirmations from Laws requiring notice to, filings with, or the consent or approval of, any Governmental Authority Entity, or that otherwise may cause any restriction, in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall transactions contemplated thereby, including (i) the Xxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the extent reasonably practicable, not participate in purpose or attend any meeting, effect of monopolization or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect restraint of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Partiestrade or lessening competition through merger or acquisition, (ii) to any Law governing any of the extent reasonably practicable, give the other Parties reasonable prior notice material operations or assets of any such meeting Holdings and its Subsidiaries or conversation and (iii) in the event one such Party is prohibited by applicable any Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to purpose of protecting the national security or the national economy of any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactionsnation.

Efforts. (a) Subject Each of the Company and MergeCo shall, and the Company shall cause each of its Subsidiaries to, make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the terms and conditions of transactions contemplated by this Agreement. In addition, each of Parent, Infiniti, Holdco, Merger Sub MergeCo and the Company shall use its reasonable best efforts (including, without limitation, payment of any required fees) and shall cooperate fully with each other to: (i) comply as promptly as practicable with all governmental requirements applicable to takethe transactions contemplated by this Agreement, including the making of all filings necessary or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order Laws and regulations to consummate and make effective the Transactions as promptly as reasonably practicabletransactions contemplated by this Agreement, including (i) preparing including, but not limited to, cooperation in the preparation and filing as promptly as reasonably practicable with of the Form S-4 and any Governmental Authority (including the ISAactions or filings related thereto, the Companies Registrar Proxy Statement and any other Israeli Governmental Authority) or other Third Party all documentation amendments to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and any thereof, (ii) obtaining and maintaining obtain promptly all consents, waivers, approvals, consentsauthorizations or permits of, registrationsor registrations or filings with or notifications to (any of the foregoing being a "CONSENT"), permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to Entity necessary for the consummation of the Merger pursuant transactions contemplated by this Agreement (except for such Consents the failure of which to Article 8); provided, however, that none obtain would not prevent or materially delay the consummation of the CompanyMerger), its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed).and (biii) Except as prohibited by applicable Law or Order or by applicable Governmental Authoritytake such other reasonable actions to implement the trans- actions contemplated hereby. Subject to the Confidentiality Agreement, each of Parent, Infiniti, Holdco, Merger Sub MergeCo and the Company shall use furnish to one another such necessary information and reasonable best efforts to (i) cooperate with each other in connection with any filing assistance as MergeCo or submission with a Governmental Authority the Company may reasonably request in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegeforegoing. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.

Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall parties hereto agrees to use 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 other parties in doingdoing (in the case of the Company, to the extent consistent with the fiduciary duties of the Company Board), all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective effective, in the Transactions most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 Governmental Entity and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) CCI agrees that it shall vote all of the shares of Company Common Stock over which it has voting control in favor of the transactions contemplated by this Agreement. (c) Each of the Company (to the extent consistent with the fiduciary duties of the Company Board), Family Newco, CCI and Investor Newco agrees that, between the date of this Agreement and the Closing Date, except as permitted by Section 4.02, they shall not, and shall cause their Affiliates not to, directly or indirectly, take any action that, individually or in the aggregate, would, or would reasonably be expected to, prevent or impede, interfere with, hinder or delay the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry transactions contemplated by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilegeAgreement. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactions.

Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this AgreementAgreement (including Section 6.5(b)), each of Parent, Infiniti, Holdco, Merger Sub and the Company Parties shall use its 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 other Parties in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective effective, in the Transactions as promptly as reasonably most expeditious manner practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactionstransactions contemplated hereby. Without limiting the generality of the foregoing, each Party: : (i) (A) Parent and Merger Sub shall make all filings (if any) each use its reasonable best efforts to cause the conditions set forth in Section 7.1 and give all notices (if any) required Section 7.3 to be made satisfied or fulfilled, and given by such (B) the Company and each Shareholder shall each use its reasonable best efforts to cause the conditions set forth in Section 7.1 and Section 7.2 to be satisfied or fulfilled; (ii) each Party shall use its commercially reasonable efforts to obtain all necessary, proper or advisable Consents under any Contracts or Permits to which a Party is a party in connection with this Agreement and the Transactionsother Related Agreements and the consummation of the transactions contemplated hereby and thereby so as to maintain and preserve the benefits under such Contracts and Permits following the consummation of the transactions contemplated hereby and thereby; provided, however, that except as expressly provided in Article VII, no such consents shall constitute conditions to Closing; (iiiii) each Party shall use its reasonable best efforts to obtain all necessary Consents and other actions or non-actions and Decrees from Governmental Entities, seek the expiration or termination of all applicable waiting periods under Antitrust Laws, and make all necessary registrations, declarations and filings with Governmental Entities necessary to consummate and make effective the Merger and the other transactions contemplated hereby; provided, however, that except as expressly provided in Article VII, no such consents, actions, non-actions or Decrees shall constitute conditions to Closing; and (iv) each consent (if any) required Party shall execute or deliver any additional instruments reasonably necessary to be obtained (pursuant consummate the transactions contemplated by, and to any applicable Law or Contractfully carry out the purposes of, request by a Governmental Authority, or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to the Transactionsthis Agreement.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of Parent, Infiniti, Holdco, Merger Sub the parties hereto shall cooperate with the other parties and the Company use (and shall use cause their respective Affiliates to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective cause the Transactions as promptly as reasonably practicable, including (i) preparing and filing conditions to Closing to be satisfied as promptly as reasonably practicable with any Governmental Authority (including and to consummate and make effective, in the ISAmost expeditious manner reasonably practicable, the Companies Registrar Transactions, including preparing and any other Israeli Governmental Authority) or other Third Party filing promptly and fully all documentation to effect all necessary, proper or advisable necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and documents, (ii) obtaining obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and maintaining all other confirmations from any Governmental Authority or third party necessary to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations required relating to Antitrust Laws, which are exclusively dealt with in Sections 5.03(c) and (d) below. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts to (i) take all actions necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all actions necessary to ensure that the Transactions may be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Each of the parties hereto agrees: (1) to consummate make (A) an appropriate filing of a Notification and make effective Report Form pursuant to the HSR Act with respect to the Transactions (whether which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as reasonably practicable following the date of this Agreement, and in any event within ten calendar days following the date of this Agreement and (B) the appropriate filings under the Other Required Antitrust Laws as promptly as reasonably practicable following the date of this Agreement, (2) to make an appropriate response as promptly as reasonably practicable to any request for additional information and documentary material under the HSR Act and any other applicable Antitrust Laws and (3) to use reasonable best efforts to avoid or not such approvalseliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, consentsstate or local Governmental Authority, registrationsin each case with competent jurisdiction, permitsso as to enable the parties hereto to consummate the Transactions as promptly as practicable. Without limiting the foregoing, authorizations the Company and Parent shall, and shall cause each of their respective Subsidiaries and, in the case of Parent, any Equity Investor Affiliate to, use their reasonable best efforts to secure the expiration or termination of any applicable waiting period under the HSR Act and to secure the expiration or termination of any applicable waiting period and obtain any consent, clearance or approval required under any other confirmations are conditions applicable Antitrust Laws and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Antitrust Law raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit, restrict or delay the consummation of the Merger pursuant Transactions. Nothing in this Agreement shall require any party to Article 8); provided, however, that none of the Company, its Subsidiaries nor take or agree to take any of their respective Representatives shall provide notice to, or request consent from, any Third Party action with respect to this Agreement its business or operations unless the Transactions effectiveness of such agreement or action is conditioned on the Closing. Neither Parent nor the Company shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or enter into a timing agreement with any Governmental Authority, or withdraw its initial filing pursuant to the HSR Act or any other Antitrust Law, as the case may be, and refile any of them, without first obtaining the prior written consent of Parent (the other party, such consent not to be unreasonably withheld refused, conditioned or delayed. In furtherance and not in limitation of this Section 5.03(c) and Section 5.03(d), the parties hereto shall defend through litigation any claim asserted in court by any Person, including any Governmental Authority, under any Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any Judgment (whether temporary, preliminary or permanent) that could restrain, delay or prevent the Closing. (bd) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each Each of Parent, Infiniti, Holdco, Merger Sub and the Company parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private partyperson, (ii) promptly inform keep the other Parties parties hereto informed in all substantive respects and on a reasonably timely basis of (and if in writing, supply to the other Parties) any material communication (other than any ministerial communications) received by such Party party from, or given by such Party party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any material substantive communication received or given in connection with any proceeding by a private partyPerson, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties hereto with respect to review and discuss in advance, and consider in good faith the views of information relating to the other parties hereto and their respective Affiliates, as the case may be, that appears in connection any filing made with, or written materials submitted to, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations third Person or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation other than “4(c) documents” as set forth that term is used in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure the rules and regulations under the attorney-client privilegeHSR Act, work product doctrine, joint defense privilege or any other privilege pursuant and (iv) to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or extent permitted by the FTC, the DOJ or such other applicable Governmental AuthorityAuthority or other Person, each of Parent, Infiniti, Holdco, Merger Sub give the other parties hereto the opportunity to attend and participate in such meetings and conferences. Parent and the Company shall (i) have the right to the extent reasonably practicable, not participate review in or attend any meeting, or engage in any conversation (other than ministerial conversations) with advance all written materials submitted to any Governmental Authority in respect of connection with the Transactions (including with respect to any of the actions referred to Transactions, in Section 7.01(a)) without the other Parties, (ii) each case to the extent reasonably practicable, give the other Parties reasonable prior notice of such materials or communications are related to any Antitrust Laws; provided that any such meeting materials may be redacted (A) to remove references concerning the valuation of, other bidders for, or conversation the assessment of other strategic alternatives available to, the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (iiiC) as necessary to address reasonable privilege or confidentiality concerns; provided further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.03(d) as “Outside Counsel Only”, in which case such materials and the event one information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such Party is prohibited by applicable Law outside counsel to employees, officers or Order or by directors of the applicable Governmental Authority from participating or attending any recipient without the advance written consent of the party providing such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect theretomaterials. (e) Notwithstanding anything in this Agreement to the contrary, the foregoing Section 5.03(c) and (d), and not any other provisions, will solely govern the parties’ required efforts in order to make any required notices or filings, and obtain any consents or approvals, under any Antitrust Laws. (f) Parent, Infiniti, Holdco, Merger Sub Parent shall take (and shall cause its Equity Investor Affiliates (the Company shall use reasonable best efforts “Interested Parties”) to take) any and all actions, and do, or cause to be takendone, any and/or all actions necessary things necessary, proper or advisable to consummate ensure that any review of the TransactionsMerger by CFIUS or DCSA and any CFIUS Approval and/or DCSA Arrangements will not impede, prevent or delay the Closing and in connection therewith avoid any restraint pursuant to Section 6.01(a). Without limiting the generality In furtherance and not in limitation of the foregoing, each Party: Parent shall take (iand shall cause Interested Parties to take) shall make all filings the following actions (if anyand the Company shall, solely to the extent provided below and subject to Section 5.03(i) and give all notices (if any) required below, use its commercially reasonable efforts to be made and given by such Party cooperate with Parent in connection with the Transactionsfollowing actions) as necessary, proper or advisable to obtain the CFIUS Approval and the DCSA Arrangements: (i) with respect to the DCSA Arrangements, (A) as promptly as reasonably practical, the Company shall provide an initial notification to DCSA of the Transactions pursuant to the NISPOM and any other applicable U.S. national industrial security regulations; (B) as promptly as practicable following the submission of the initial notification required by clause (A), Parent and the Company shall provide, or cause to be provided, the information necessary for DCSA to conduct a review of foreign ownership, control or influence pursuant to the NISPOM and any other applicable U.S. national industrial security regulations; and (C) as promptly as reasonably practical, Parent shall submit to DCSA, and the Company shall cooperate in the submission of, a FOCI Mitigation Plan; (ii) with respect to the CFIUS Approval, (A) as promptly as reasonably practical, the Parent and Company shall use reasonable best efforts to obtain each consent (if any) required file, or cause to be obtained filed, with CFIUS a draft of the CFIUS Notice (pursuant to the “Draft Notice”) as contemplated under 31 C.F.R. 800.401(f), and (B) as promptly as practicable after receiving and incorporating any applicable Law or Contractfeedback from CFIUS regarding the Draft Notice, request by a Governmental Authoritythe Parent and Company shall file, or otherwisecause to be filed, the CFIUS Notice in accordance with the DPA; (iii) supplying, as promptly as reasonably practicable, any certification, additional information, documents or other materials in respect of such notice or the transactions contemplated by this Agreement that may be requested by CFIUS or DCSA, respectively, in connection with its review process related to the CFIUS Approval and the DCSA Arrangements; and (iv) cooperating with each other in connection with any such Party filing and in connection with resolving any investigation or other inquiry of CFIUS, DCSA or any other Governmental Authority related to the review processes for the CFIUS Approval and the DCSA Arrangements, including by (A) allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS or DCSA, (B) promptly informing each other of any communication received by Parent or the Company, or given by Parent or the Company to, CFIUS or DCSA by promptly providing copies to the other party of any such written communication, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi), information otherwise requested by CFIUS or DCSA to remain confidential or information reasonably determined by Parent or the Company to be business confidential information and (C) permitting each other to review in advance any written or oral communication that Parent or the Company gives to CFIUS or DCSA, and consult with the Company in advance of any meeting, telephone call or conference with CFIUS or DCSA, and to the extent not prohibited by CFIUS or DCSA, give each other the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS or DCSA. (g) Parent shall not commit to, or agree with CFIUS or DCSA or any other Governmental Authority in connection with the Transactions; and CFIUS Approval or any DCSA Arrangements to, delay or impede the Transactions without the prior written consent of the Company. (iiih) Notwithstanding anything herein to the contrary, Parent shall bear the cost of any filing fee payable to a Governmental Authority in connection with any filings made in relation to CFIUS or DCSA. (i) Notwithstanding anything to the contrary in this Agreement, the failure of the Company to comply with Section 5.03(f) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar not give rise to the Transactionsfailure of a condition precedent set forth in Section 6.02(b) or a right to terminate this Agreement pursuant to Section 7.01(c)(i) unless such failure is the result of a knowing and intentional breach by the Company of any provision of Section 5.03(f). (j) Notwithstanding anything in this Agreement to the contrary, the foregoing Section 5.03(f) through (i), and not any other provisions, will solely govern the parties’ required efforts in connection with the CFIUS Approval or any DCSA Arrangements.

Efforts. (a) Subject to the terms and conditions hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall party hereto will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable desirable under applicable Law or Order law to consummate carry out the provisions hereof and make effective thereof and give effect to the Transactions transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, the parties hereto will (i) subject to the provisions of this Section 3.1, including Section 3.1(b) and Section 3.1(d), use their reasonable best efforts to obtain as promptly as reasonably practicablepracticable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including (i) preparing any Governmental Entities, required in connection with the transactions contemplated by this Agreement and filing the other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable with and advisable, such information to any Governmental Authority (including the ISAEntity as such Governmental Entity may request in connection therewith, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining cooperate fully with the other parties hereto in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and maintaining to make all approvals, consents, registrations, permits, authorizations such filings and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not give such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed)notices. (b) Except Without limiting the generality of the foregoing, (1) as prohibited promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in any event within ten (10) Business Days of the date of this Agreement, unless a later date is mutually agreed between the parties), the parties will file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (2) as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)), file, make or give, as applicable, all other filings, requests and/or notices required under any other Antitrust Laws, in each case with respect to the Equity Transactions (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (1) and (2), collectively, the “Initial Antitrust Filings”). In addition, if, on or prior to the one-year anniversary of the date on which the Initial Antitrust Clearance was obtained, the IOMS Rights Holder and its Designees (for the avoidance of doubt, expressly including for this purpose any Warrantholder (as defined in Warrant 1) pursuant to the exercise in-part of Warrant 1 pursuant to the terms thereof during the Warrant 1 Special Exercise Period) have not exceeded the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h), as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in any event within ten (10) Business Days of such one-year anniversary, unless a later date is mutually agreed between the parties), the parties will file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice with respect to the Equity Transactions in order to exceed the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h) (but not, for purposes of such filing, any greater notification threshold) (the “Second HSR Filing”, and the date on which all such Notification and Report Forms comprising the Second HSR Filing shall have been initially filed, the “Second HSR Filing Date”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required by applicable Law or Order or by applicable Governmental Authoritylaw (including, each for the avoidance of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (idoubt any Antitrust Law) cooperate with each other in connection with any filing acquisition of shares of Common Stock comprising all or submission with a Governmental Authority in connection with any portion of the Equity Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, (ii) promptly inform the other Parties of (and if in writing, supply to the other Parties) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of case, whether in full or in part), the Transactionsparties shall file, make or give, as applicable, as promptly as practicable and advisable (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties to review and discuss in advance, and consider as determined in good faith by Walgreens in accordance with the views first sentence of the other in connection withSection 3.1(d)), any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all further required filings, presentations or submissions (and a summary of requests and/or notices required under any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the CompanyAntitrust Laws, including all analysesthe HSR Act (collectively, presentations, memoranda, briefs, arguments, opinions, proposals the “Other Antitrust Filings” and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in acquisitions, “Other Equity Transactions”, provided that “Other Antitrust Filings” shall not include the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the TransactionsSecond HSR Filing). Without limiting the generality of the foregoing, each Party: party agrees to supply as promptly as reasonably practicable and advisable to the appropriate Governmental Entities any information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. (c) Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each of the parties hereto agrees to use its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Entity, so as to enable the parties hereto to give effect to the transactions contemplated hereby and by the other Transaction Documents in accordance with the terms hereof and thereof; provided, that notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, nothing in this Section 3.1 shall require, or be construed to require, any party hereto or any of its Affiliates to agree to (and no party hereto (other than Walgreens with respect to its and/or its Affiliates own assets, businesses or interests, in each case other than WBAD or any of its subsidiaries) or any of its Affiliates will agree to, without the prior written consent of the other parties): (i) shall make all filings sell, hold separate, divest, discontinue or limit (if anyor any conditions relating to, or changes or restrictions in, the operation of) and give all notices any assets, businesses or interests of it or its Affiliates (if any) required to irrespective of whether or not such assets, businesses or interests are related to, are the subject matter of or could be made and given affected by such Party in connection with the Transactionstransactions contemplated by the Transaction Documents); (ii) without limiting clause (i) in any respect, any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests that would reasonably be expected to adversely impact (x) the business of, or the financial, business or strategic benefits of the transactions contemplated hereby or by any of the other Transaction Documents to it or its Affiliates, or (y) any other assets, businesses or interests of it or its Affiliates; or (iii) without limiting clause (i) in any respect, any modification or waiver of the terms and conditions of this Agreement or any of the other Transaction Documents that would reasonably be expected to adversely impact (x) the business of, or financial, business or strategic benefits of the transactions contemplated hereby or by any of the other Transaction Documents to it or its Affiliates, or (y) any other assets, businesses or interests of it or its Affiliates. For purposes of the foregoing proviso, it is expressly acknowledged and agreed that the mere fact, in and of itself, that an approval or consent of a Governmental Entity required in connection with all or any portion of the Equity Transactions does not also expressly include or expressly constitute an affirmative approval or consent for the Investors’ Beneficial Ownership of shares of Common Stock to exceed the Ultimate Standstill Level shall use reasonable best efforts not be considered to obtain each consent adversely impact the Investors or their Affiliates in any way, including any of their respective assets, businesses or interests or their respective financial, business or strategic benefits from the transactions contemplated hereby or by any of the other Transaction Documents. For purposes of this Agreement, the term (if anyx) required “Initial Antitrust Clearance” as of any time means (a) prior to be obtained (such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, pursuant to any applicable Law or Contractother Antitrust Laws, request by a Governmental Authorityin each case to the extent required with respect to the Initial Filing Transaction, or otherwise) by such Party in connection with the Transactions; and (iiib) shall use reasonable best efforts to lift the absence at such time of any applicable law or cause to be overturned any restrainttemporary restraining order, preliminary or permanent injunction or other judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation, decision or decree issued by any court of competent jurisdiction or other legal bar restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of the Initial Filing Transaction, (y) “Second HSR Clearance” as of any time following the Initial Antitrust Clearance means, with respect to the TransactionsEquity Transactions (to the extent set forth in the Second HSR Filing), prior to such time, the expiration or termination of the waiting period under the HSR Act, and (z) “Other Antitrust Clearance” as of any time following the Initial Antitrust Clearance means, with respect to any Other Equity Transaction, (a) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, pursuant to any other Antitrust Laws, in each case to the extent required with respect to such Other Equity Transaction, and (b) the absence at such time of any applicable law or temporary restraining order, preliminary or permanent injunction or other judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation, decision or decree issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of such Other Equity Transaction.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each the Company, Offeror and Sponsor shall use all reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Offer, including (i) the obtaining of Parent, Infiniti, Holdco, Merger Sub the Specified Approvals and the Company shall Offeror Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (ii) the obtaining of all necessary consents, approvals or waivers from third parties; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and the other transactions contemplated by this Agreement, including by pursuing all avenues of administrative and judicial appeal; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company, Offeror and Sponsor shall, (i) as promptly as practicable (and in any event within ten (10) Business Days after the date hereof) after the date hereof, file any and all required Notification and Report Forms under the HSR Act with respect to the Offer and the other transactions contemplated by this Agreement, and use all reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) use all reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) promptly making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (iii) except as set forth in Section 5.04(b)(iii) of the Offeror Disclosure Letter, supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; and (iv) use reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, and assist and cooperate with the all other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether transactions contemplated hereby, including using reasonable best efforts to take all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or not such approvals, consents, registrations, permits, authorizations and any other confirmations are conditions Person may assert under any Law with respect to the consummation of transactions contemplated hereby, so as to enable the Merger pursuant Offer Closing to Article 8)occur as soon as reasonably possible (and in any event no later than the Outside Date); provided, however, that none notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (including, for the avoidance of doubt, this Section 5.04), shall require, or be construed to require Offeror, any of its Affiliates or any Offeror Member to proffer to, or agree to, sell divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, transfer, dispose of or otherwise encumber before or after the Offer Closing, any assets, licenses, operations, rights, product lines, businesses or interests therein of the Company, Company or any of its Subsidiaries nor or of Offeror, any of its Affiliate or any Offeror Member (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company or any of its Subsidiaries of any of their respective Representatives shall provide notice toassets, licenses, operations, rights, product lines, businesses, or request consent frominterest therein or to any agreement by any such Person to take any of the foregoing actions) or to agree to make any material changes (including, without limitation, through a licensing arrangement) or restriction on, or other impairment of Offeror’s, any Third Party of its Affiliates’ or any Offeror Member’s ability to own or operate, of any such assets, licenses, product lines, businesses or interests therein or Offeror’s, any of its Affiliates’ or any Offeror Member’s ability to vote, transfer, receive dividends, or otherwise exercise full ownership rights with respect to this Agreement ownership interests in the Company or any of its Subsidiaries or of Offeror, any of its Affiliates or any Offeror Member, in each case, that would reasonably be expected to have a material adverse effect on the Transactions without first obtaining benefits of the transaction that the Offeror reasonably anticipates, and neither the Company nor any of its Subsidiaries shall take (or agree to take) any such action, to the extent applicable, except with Offeror’s prior written consent of Parent (such consent not to be unreasonably withheld or delayed)consent. (bc) Except as prohibited by applicable Law or Order or by applicable Governmental AuthorityThe Company, each of ParentOfferor and Sponsor shall, Infiniti, Holdco, Merger Sub cooperate and the Company shall use reasonable best efforts to (i) cooperate consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions, and any filing or submission with other material actions pursuant to this Section 5.04, and subject to applicable legal limitations and the instructions of any Governmental Entity, the Company, on the one hand, and the Offeror and Sponsor, on the other hand, shall keep each other apprised on a Governmental Authority in connection with current basis of the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority status of matters relating to the Transactionscompletion of the transactions contemplated thereby, including any proceeding initiated by a private party, (ii) promptly inform furnishing the other Parties with copies of (and if in writingnotices or other communications received by the Company or Offeror, supply as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Subject to applicable Law relating to the other Parties) any communication (other than any ministerial communications) received by such Party fromexchange of information, or given by such Party tothe Company, any Governmental Authority on the one hand, and of any material communication received or given in connection with any proceeding by a private partyOfferor and Sponsor, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit on the other parties hand, shall permit counsel for the other party reasonable opportunity to review and discuss in advance, and consider in good faith the views of the other party in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals proposed notifications or filings and litigation to be submitted to any Governmental Authority regarding any of the Transactionswritten communications or submissions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity; provided, however, that materials may be redacted by the Company (x) to remove proposals from third parties with respect thereto (subject to the Company’s obligations under Section 5.03), (y) as necessary to comply with contractual agreements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Each of the actions referred to in Section 7.01(a)) without Company, on the one hand, and Offeror and Sponsor, on the other Partieshand, (ii) agrees not to participate in any substantive meeting or discussion, either in Person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent reasonably practicablenot prohibited by such Governmental Entity, give gives the other Parties reasonable prior notice of any such meeting or conversation party the opportunity to attend and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect theretoparticipate. (d) ParentIf any administrative or judicial action or proceeding, Infinitiincluding any proceeding by a private party, Holdcois instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, Merger Sub each of the Company, on the one hand, and Offeror and Sponsor, on the Company other hand, shall cooperate in all respects with each other and shall use their respective reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or cause 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 and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.04 shall limit a party’s right to be takenterminate this Agreement pursuant to Article VI so long as such party has, all actions necessary prior to consummate such termination, complied with its obligations under this Section 5.04. (e) For purposes of this Agreement, “reasonable best efforts” shall not require Offeror to (i) seek more capital than is committed in the TransactionsEquity Commitment Letter or (ii) waive any condition or agree to any changes to the Equity Commitment Letter. Without limiting any other obligation under this Agreement, during the generality period from the date of this Agreement until the Offer Closing Date, each of the foregoingCompany, each Party: (i) Offeror and Sponsor shall make all filings (if any) and give all notices (if any) required not take or agree to take any action that would reasonably be made and given by such Party expected to prevent or delay the parties from obtaining any Governmental Approval in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority, or otherwise) by such Party in connection with to prevent or materially delay or impede the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to consummation of the Transactions.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of Parentthe parties hereto shall use its reasonable best efforts to take, Infinitior to cause to be taken, Holdcoall actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate (as defined in Section 251(h) of the DGCL) and make effective, as promptly as practicable, the Offer and Merger Sub and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and Parent Approvals, from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation (as defined in Section 251(h) of the DGCL) of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In furtherance of the foregoing, the Company may, but in no event shall the Company or any of its Subsidiaries be required to, pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation (as defined in Section 251(h) of the DGCL) of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and Parent Approvals, from Governmental Authorities. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, if required under the HSR Act, the Company and Parent shall (i) promptly, but in no event later than the tenth (10th) Business Day after the date of this Agreement, file any and all Notification and Report Forms required under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, Authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, Authorizations or approvals, (iii) supply to any Governmental Authority as promptly as practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Authority and (iv) use reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, and assist and cooperate with the all other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority (including the ISA, the Companies Registrar and any other Israeli Governmental Authority) or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Transactions (whether or not such approvalsOffer, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 8); providedand the other transactions contemplated hereby. (c) Each of Parent and the Company shall, howeverupon request by the other, that none of furnish the Companyother with all information concerning itself, its Subsidiaries nor Subsidiaries, directors, officers and equityholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Representatives shall provide notice to, or request consent from, Subsidiaries to any Third Party with respect to this Agreement or the Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate with each other in connection with third party and/or any filing or submission with a Governmental Authority in connection with the Transactions Merger and in connection with the transactions contemplated by this Agreement. Subject to applicable legal limitations and the instructions of any investigation or Governmental Authority, the Company and Parent shall keep each other inquiry by or before a Governmental Authority apprised of the status of matters relating to the Transactionsconsummation (as defined in Section 251(h) of the DGCL) of the Offer, the Merger and the other transactions contemplated by this Agreement, including any proceeding initiated by a private party, (ii) promptly inform furnishing the other Parties with copies of (and if in writing, supply to the notices or other Parties) any communication (other than any ministerial communications) communications received by such Party fromthe Company or Parent, as the case may be, or given by such Party toany of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Authority with respect to such Merger or transactions. The Company and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit Parent shall provide counsel for the other parties party a reasonable opportunity to review and discuss in advance, and consider in good faith the views of the other party in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted proposed written communication to any Governmental Authority regarding any Authority. Each of the TransactionsCompany and Parent agrees not to participate in any substantive meeting or discussion, and (v) coordinate either in person or by telephone, with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactionsproposed transactions unless it consults with the other party in advance and, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless extent not prohibited by applicable Law or Order or by the applicable such Governmental Authority, each of Parent, Infiniti, Holdco, Merger Sub and the Company shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without gives the other Parties, (ii) party the opportunity to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation attend and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect theretoparticipate. (d) ParentIn furtherance and not in limitation of the covenants of the parties contained in this Section 6.10, Infinitiif any administrative or judicial action or proceeding, Holdcoincluding any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer, the Merger Sub and or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use its respective reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation (as defined in Section 251(h) of the DGCL) of the Offer, the Merger or any other transaction contemplated hereby. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, Regulations, Orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Authority, or that otherwise may cause to be takenany restriction, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; Offer, the Merger and the transactions contemplated thereby, including (i) the Sxxxxxx Act of 1890, the Cxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law governing the direct or Contract, request by a Governmental Authority, indirect ownership or otherwise) by such Party in connection with control of any of the Transactions; operations or assets of the Company and its Subsidiaries or (iii) shall use reasonable best efforts to lift any Law with the purpose of protecting the national security or cause to be overturned the national economy of any restraint, injunction or other legal bar to the Transactionsnation.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of Parent, Infiniti, Holdco, Merger Sub the parties hereto shall cooperate with the other parties and the Company use (and shall use cause their respective Affiliates to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective cause the Transactions as promptly as reasonably practicable, including (i) preparing and filing conditions to Closing to be satisfied as promptly as reasonably practicable with any Governmental Authority (including and to consummate and make effective, in the ISAmost expeditious manner reasonably practicable, the Companies Registrar Transactions, including preparing and any other Israeli Governmental Authority) or other Third Party filing promptly and fully all documentation to effect all necessary, proper or advisable necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and documents, (ii) obtaining obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and maintaining all other confirmations from any Governmental Authority or third party necessary to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws, which are dealt with in Section 5.03(c) and Section 5.03(d). (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts to (i) take all actions necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all actions necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Each of the parties hereto agrees to use reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to be obtained from enable the parties hereto to consummate the Transactions as promptly as practicable. Notwithstanding anything to the contrary herein, Parent is not obligated to (i) agree to any divestiture or other structural or behavioral remedy required by any Governmental Authority Authority; (ii) litigate in order to avoid the entry of, or other Third Party that are necessary, proper to have vacated or advisable to consummate and make effective the Transactions terminated any Restraint (whether temporary, preliminary or not permanent) related to any Antitrust Laws; or (iii) oppose any injunction or initiate an Action to lift any injunction (if applicable) related to a private cause of action that would prevent the consummation of the Transactions. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned on the Closing. Parent and the Company shall (A) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations authorizations, orders and other confirmations are conditions from any Governmental Authority in connection with the Transactions and (B) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the consummation Transactions and of all other regulatory matters incidental thereto. Neither Parent nor the Merger pursuant Company shall commit to Article 8); provided, however, that none of or agree with any Governmental Authority to delay closing the Company, its Subsidiaries nor Transaction under any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions Antitrust Law without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed)the other party. (bd) Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each Each of Parent, Infiniti, Holdco, Merger Sub and the Company parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private partyperson, (ii) promptly inform keep the other Parties parties hereto informed in all substantive respects and on a reasonably timely basis of (and if in writing, supply to the other Parties) any material communication (other than any ministerial communications) received by such Party party from, or given by such Party party to, the FTC, the DOJ or any other Governmental Authority and of any material substantive communication received or given in connection with any proceeding by a private partyPerson, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority regarding any of the Transactions, (iv) permit the other parties hereto with respect to review and discuss in advance, and consider in good faith the views of information relating to the other parties hereto and their respective Affiliates, as the case may be, that appears in connection any filing made with, or written materials submitted to, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other Parties in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations third Person or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Transactions. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the Parties, have control over and lead all communications and strategy, in coordination with the Company, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation other than “4(c) documents” as set forth that term is used in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure the rules and regulations under the attorney-client privilegeHSR Act, work product doctrine, joint defense privilege or any other privilege pursuant and (iv) to this Section 7.01 in a manner so as to preserve the applicable privilege. (c) Unless prohibited by applicable Law or Order or extent permitted by the FTC, the DOJ or such other applicable Governmental AuthorityAuthority or other Person, each of Parent, Infiniti, Holdco, Merger Sub give the other parties hereto the opportunity to attend and participate in such meetings and conferences. Parent and the Company shall (i) have the right to the extent reasonably practicable, not participate review in or attend any meeting, or engage in any conversation (other than ministerial conversations) with advance all written materials submitted to any Governmental Authority in respect of the Transactions (including with respect to any of the actions referred to in Section 7.01(a)) without the other Parties, (ii) to the extent reasonably practicable, give the other Parties reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Parties reasonably apprised with respect thereto. (d) Parent, Infiniti, Holdco, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts , in each case to obtain each consent (if any) required to be obtained (pursuant the extent such materials or communications are related to any Antitrust Laws; provided that any such materials may be redacted (A) to remove references concerning the valuation of, other bidders for, or the assessment of other strategic alternatives available to, the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable privilege or Contractconfidentiality concerns; provided further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.03(d) as “Outside Counsel Only”, request by a Governmental Authority, or otherwise) in which case such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such Party in connection with outside counsel to employees, officers or directors of the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any restraint, injunction or other legal bar to recipient without the Transactionsadvance written consent of the party providing such materials.