Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other parties hereto and 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, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all action 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 action reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 person, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its Affiliates shall be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Merger.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Purchaser and the Seller Parties shall, and each of the parties hereto shall cooperate with the other parties hereto and cause their respective controlled Affiliates to, use their respective commercially 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, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable and to consummate and make effectiveeffective the Transactions, in the most expeditious manner each case as promptly as reasonably practicable, the Transactions, including (i) preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain obtaining all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations Consents from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions Transactions, including, without limitation, all Conforming Estoppels, SNDAs, and Transferred Real Property Lease Consents, provided, in connection with any third party Consent and except as expressly set forth in this Agreement, that no member of the Seller Group shall be required to (1) pay any consideration to or out of pocket costs of or to the third party therefor, (2) commence, defend or participate in any Action in connection therewith or (3) offer or grant any accommodation (financial or otherwise) to any third party in connection therewith, (iii) execute executing and deliver delivering any additional instruments necessary to consummate the Transactions and (iv) defending or contesting 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, other than, in the case of each of clauses (i) through (iiiiv), 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 Consents relating to (A) Antitrust Laws, which are addressed dealt with in Section 5.03(c7.01(b) below. Notwithstanding anything to the contrary hereinand (B) Purchased Assets, prior to the Effective TimeManufacturer Consents or Transferred Interests, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration which are dealt with in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any ContractSection 2.04. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all action 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 action reasonably 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 (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, Transactions within ten (10) business days following the date hereof (unless the parties otherwise agree) and any required notification under any other Antitrust Laws as soon promptly as reasonably practicable and advisable after following the date of this Agreement, and to (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall Act and such other Antitrust Laws and to use its their respective commercially reasonable best efforts to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents Consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant theretoAuthority, in each case with competent jurisdiction, jurisdiction so as to enable the parties hereto to consummate the Transactions prior as promptly as reasonably practicable. Notwithstanding anything to the Outside Date. The Company contrary in this Section 7.01, the Purchaser shall notpromptly take, without or cause to be taken, any and all actions necessary to secure the express written consent expiration or termination of Parentany applicable waiting period under the HSR Act (“HSR Approval”) or any other Antitrust Law or any other Consent under Antitrust Laws, take or agree to take any action relating to and resolve any objections asserted by any Governmental Authority with respect to the Transactions under the Federal Trade Commission Act or any other applicable 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 or restrict the consummation of the Transactions or delay the consummation of the Transactions beyond the Termination Date, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (B) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of the Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entities and Purchased Assets), (C) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entities and Purchased Assets), (D) terminating existing relationships, contractual rights or obligations of the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities), (E) terminating any joint venture or other arrangement, (F) creating any relationship, contractual right or obligation of the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) or (G) effectuating any other change or restructuring of the Purchaser or any of its Affiliates (including, after the Closing Date, the Transferred Entities) (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Laws with respect to its business Division of the Department of Justice (the “DOJ”) or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control the overall development any of the positions to be taken and foregoing and, in the regulatory case of 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 with respect to the Transactions and of all Seller Parties, by consenting to such action by the Seller Parties (including any Consents required under this Agreement or the other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company Transaction Documents with respect to such strategyaction); provided that any such action may be conditioned upon the Closing) and (ii) defending through litigation any claim asserted in court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid entry of, positions and requested regulatory action and consider or to have vacated or terminated, any Restraint that would or would reasonably be expected to prevent the Company’s views in good faithClosing from occurring prior to the Termination Date. No actions taken pursuant to this Section 7.01 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur. (dc) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing filing, submission or submission written communication 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 personand allow the other parties to review in advance and consider in good faith the views of the other parties with respect to such filing, and submission, or written communication, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority 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 the other parties hereto with respect to information relating to the other parties heretohereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are that term is used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case (iv) to the extent permitted by the FTC, the DOJ or such materials other applicable Governmental Authority or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning other Person, give the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Lawother parties hereto prompt notice of, and (D) as necessary the reasonable opportunity to address reasonable privilege or confidentiality concerns; providedattend and participate in, 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”such meetings and conferences. (ed) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its the Seller Parties and their respective Affiliates shall be required have no obligation to pay money or offer or make any concession or grant any accommodation (and the Company shall not agree financial or otherwise) to any of Governmental Authority or other third party in connection with the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any performance of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Mergerobligations under this Section 7.01.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall (and shall cause their respective Subsidiaries to) each of the parties hereto shall cooperate with the other parties hereto and 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 to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and under Applicable Law to consummate and make effective, effective the Transactions as promptly as practicable and in any event prior to the most expeditious manner reasonably practicable, the TransactionsEnd Date, including preparing and filing promptly and fully all documentation to effect (i) the obtaining of all necessary filingsactions, notices, petitions, statementswaivers, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders orders, consents and other confirmations approvals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority Authorities, (ii) the delivery of required notices to, and the obtaining of required consents or third party necessarywaivers from, proper or advisable Third Parties necessary to consummate the Transactions and (iii) execute the execution and deliver delivery of any additional instruments necessary to consummate the TransactionsMerger and to fully carry out the purposes of this Agreement, other thanincluding the execution and delivery of the Company Closing Representation Letter and the Parent Closing Representation Letter (in each case, as defined in the case of each of clauses (i) through (iiiTri-Party Agreement), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation of the foregoingundertakings pursuant to this Section 6.10, each of Parent and the Company and Parent shall each (i) take all action necessary prepare and file any notification and report forms and related material required under the HSR Act and other applicable Antitrust Laws with respect to ensure that no Takeover Law is or becomes applicable to any the Transactions as set forth on Section 6.10(b) of the Transactions Company Disclosure Schedules, and refrain from taking any actions additional filings or notifications and related material that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable are necessary, proper or advisable to any permit consummation of the Transactions, take all action reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable and advisable, (ii) provide or cause to be provided as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested by the DOJ or FTC under the HSR Act or by other Governmental Authorities under applicable Antitrust Laws (if any) and (iii) use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt expiration or termination of any applicable waiting period or other approval of consummation of the Transactions by the DOJ or FTC or other applicable Governmental Authorities. Parent shall pay all filing fees payable pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid Act or eliminate each and every impediment and obtain all consents under any such other applicable Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faithif any). (dc) Each of Subject to Applicable Law, the parties hereto Company and Parent and their respective counsel 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 person, and (ii) subject have the right to applicable Laws relating to the exchange of informationreview in advance, and to the extent reasonably practicablepracticable each shall consult the other on, consult any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other parties hereto of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iv) promptly furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Transactions. The Company and Parent shall (with respect to any in-person discussion or meeting), and shall to the extent practicable (with respect to any telephonic discussion or meeting), provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding the foregoing, Parent shall, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, and subject to Parent’s obligations under Section 6.10(d), direct and control all aspects of the parties’ efforts to gain regulatory clearance either before any Governmental Authority or in any action brought to enjoin the Transactions pursuant to any Antitrust Laws; provided, that each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties heretoand their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials (including correspondence) submitted to, any third Person or Third Party and/or any Governmental Authority in connection with any governmental inquiry, investigation or proceeding with respect to the Transactions. The Company and Parent may, other than “4(c) documents” as each deems advisable and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent necessary, reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform designate any competitively sensitive material provided to the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by under this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case 6.10 as “Antitrust Counsel Only Material.” Notwithstanding anything to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to contrary in this Section 5.03(d) 6.10, materials provided to the other party or its counsel may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, Company and (D) 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”the Company Subsidiaries. (ed) Notwithstanding anything Without limiting the generality of the undertakings of Parent pursuant to Section 6.10(a) and Section 6.10(b), Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority or any other Person so as to enable the parties hereto to consummate the Transactions as promptly as practicable, and in any event prior to the contrary contained in this AgreementEnd Date, including (i) neither Parent nor its Affiliates shall be required (and agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Company shall not agree or its Subsidiaries, (ii) permitting the Company to sell, divest or otherwise convey or hold separate any of the following without the express written consent particular assets or categories of Parent): (A) to offer, agree assets or consent to, sell, divest, lease, license, transfer, dispose businesses of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; its Subsidiaries prior to the Effective Time, (Biii) to offerterminating existing relationships, agree contractual rights or consent to obligations of the Company or its Subsidiaries, (iv) terminating any changes (including through a licensing arrangement) to or restriction on (including any access joint venture or other requirements)arrangement of the Company or its Subsidiaries or (v) creating any relationship, contractual right or obligation of the Company or its Subsidiaries (or, in each case, entering into agreements or stipulating to the entry of any Order by, or filing appropriate applications with, the FTC, the DOJ or any other impairment Governmental Authority in connection with any of Parent’s ability to own the foregoing and, in the case of actions by or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests Company, by consenting to such action by the Company (including any consents required under this Agreement with respect to such action)) (each of the actions described in clauses (i)—(v), a “Divestiture Action”); provided, however, that in no event shall anything in this Agreement require, or be construed to require, the Company; , Parent or any of their respective Affiliates to (1) take, or agree to take, any Divestiture Action unless all Divestiture Actions collectively would not result in a material adverse effect on the business, results of operations, assets or financial condition of the Company and its Subsidiaries, taken as a whole or (C2) take any actions, including the actions described in clauses (i)—(v) above with respect to contestParent, defend its Affiliates or appeal their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements. To assist Parent in complying with its obligations set forth in this Section 6.10(d), the Company shall enter into one or more agreements requested by Parent to be entered into by any Action brought by a Governmental Authority against such party which seeks of them prior to prohibit, prevent or restrict the Transactions or Closing (ii) to commit to or effect any action that is not but conditioned upon consummation of the MergerClosing) with respect to any Divestiture Action. Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Transactions, and the Company, Parent and Merger Sub and any of their respective Affiliates shall not take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the DOJ or FTC or under any other applicable Antitrust Laws. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining the expiration or termination of the applicable waiting periods under, or any approvals under, the HSR Act or other applicable Antitrust Laws or approvals from any other Governmental Authorities, unless the effectiveness of such agreement or action is conditioned upon the Closing.

Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including the limitations set forth in Section 5.03 and this Section 5.05), each of the parties hereto shall cooperate with the other parties hereto Company will, and will cause its Subsidiaries and Advisors 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, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Merger and the other Transactions, including using reasonable best efforts to (x) cause the its conditions to Closing to be satisfied as promptly as reasonably practicable and for the Closing to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all action 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 action reasonably necessary to ensure that the Transactions may be consummated occur as promptly as practicable on and (y) not take any action intended to prevent 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date Closing. For purposes of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its "reasonable best efforts to avoid or eliminate each efforts" and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control the overall development "commercially reasonable efforts" 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 person, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its Affiliates shall be required (and the Company shall will not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or require the Company or any of their respective Affiliates; its Subsidiaries, Affiliates or Advisors to (A) expend any money to remedy any breach of any representation or warranty hereunder, (B) to offercommence any litigation or arbitration proceeding, agree (C) waive or consent to surrender any changes (including through a licensing arrangement) to right or restriction on modify any agreement (including any access or other requirementsagreements set forth on Schedule 3.11), (D) offer or other impairment of Parent’s ability grant any accommodation or concession (financial or otherwise) to own or operateany third party, (E) make any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability payment to vote, transfer, receive dividends third parties or otherwise exercise full ownership rights with respect suffer any similar detriment, (F) subject to the equity securities Company's compliance with Section 9.03, Section 9.04 and Section 9.05(a), obtain or other ownership interests of seek to obtain any consent required for the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the MergerTransactions, (G) waive or forego any right, remedy or condition hereunder, or (H) provide financing to Buyer or Merger Sub for the consummation of the Transactions; provided that the Company will be permitted to grant accommodations or concessions regarding any of the foregoing in its sole discretion so long as such accommodations or concessions (x) solely involve monetary payments included as Transaction Expenses in the Estimated Closing Statement to the extent such amounts are not paid before the Closing, or (y) are otherwise agreed in writing by Buyer.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the parties hereto shall cooperate with the other parties hereto and 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, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all action 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 action reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the parties hereto shall use its reasonable best efforts to, and shall assist and cooperate with the other parties to (i) cooperate in all respects with each consummate and make effective the Offer, the Merger and the 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 person, and this Agreement; (ii) subject obtain all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and make such registrations and filings as may be necessary to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made withobtain an approval or waiver from, or written materials submitted toto avoid an action or proceeding by, any Governmental Entity; (iii) obtain all necessary consents, approvals or waivers from third Person parties; (iv) defend any lawsuits or any Governmental Authority in connection with other legal proceedings, whether judicial or administrative, challenging this Agreement or the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in consummation of the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted transactions contemplated by this Section 5.03(d), Parent Agreement; and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to (v) execute and deliver any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as additional instruments reasonably necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concernsconsummate the transactions contemplated by this Agreement; provided, further however, that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.03(d) as “Outside Counsel Only”. (e) Notwithstanding anything to the contrary contained nothing in this Agreement, (i) neither including without limitation, any provision of this Section 6.6, shall require, or be construed to require, Parent nor its Affiliates shall be required (and the Company shall not agree to or any of the following without the express written consent of Parent): its affiliates (A) if Parent and its affiliates shall have made the proffers contemplated by the exception to offerclause (B) of this proviso and, thereafter, any court having jurisdiction enters any Order (other than a temporary restraining order or similar temporary provisional relief) that prohibits the consummation of the Offer or the Merger on the basis of any antitrust or competition law or (B) to proffer to, or agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing) Acceptance Time or the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or Parent, the Company or any of their respective Affiliates; affiliates (B) or to offer, agree or consent to any sale, divestiture, lease, license, transfer, disposition or other encumberment by the Company of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company to take any of the foregoing actions) or to agree to any material changes (including including, without limitation, through a licensing arrangement) to or restriction on (including any access or other requirements)on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities stock of the Company or the Surviving Corporation except for proffers and agreements to amend or modify Contracts between the Company and/or its Subsidiaries and third parties or sell, divest, lease, license, transfer, dispose or otherwise encumber, or to agree to changes, restrictions or other ownership impairments with respect to, any of Parent’s or the Company’s (or their respective affiliates’) assets, licenses, operations, rights, product lines, businesses or interest therein, where such amended, sold, divested, leased, licensed, transferred, disposed or encumbered Contracts, assets, licences, operations, rights, product lines, businesses and interests in the aggregate shall not have accounted for more than $50 million of the Companyparties’ and their respective affiliates’ gross revenues for the 12 months ending June 30, 2007; provided, further, that Parent shall be entitled to compel the Company or its Subsidiaries to take any of the actions referred to above (Cor agree to take such actions) if such actions are only effective after the Effective Time. Subject to contestapplicable Laws, defend Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder but shall keep the Company appraised of all developments with respect thereto. (b) Subject to the terms and conditions set forth in this Agreement and without limiting Section 6.6(a) or appeal the provisos therein the Company and Parent shall (i) promptly, but in no event later than 15 business days after the date hereof, make their respective filings and thereafter make any Action brought by a Governmental Authority against such party which seeks to prohibitother required submissions under the HSR Act and as soon as reasonably practicable, prevent or restrict but in no event later than January 15, 2008, in the Transactions or case of filings and submissions under Council Regulation (EC) 139/2004 of the European Community, as amended (the “EC Merger Regulation”), (ii) use reasonable best efforts to commit cooperate with each other in determining whether any filings are required to be made with, or effect consents, permits, authorizations, waivers or approvals are required to be obtained from, any action that is not conditioned upon third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the Mergertransactions contemplated hereby and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent 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 transaction unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (c) Subject to the provisos contained in Section 6.6(a), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with the other and shall use their respective reasonable best 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 transactions contemplated by this Agreement, other than any Order referred to in clause (A) of the first proviso of Section 6.6(a). Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or 8.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 6.6.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the parties hereto shall, and the Company shall cooperate with the other parties hereto and cause each of its Subsidiaries to, use their respective its reasonable best efforts (unlesssubject to, with respect to any actionand in accordance with, another standard of performance is expressly provided for hereinapplicable Law) to promptly (i) taketake promptly, or to cause to be taken, all actions, and doto do promptly, or to cause to be done, and to assist and to cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in effective the most expeditious manner reasonably practicable, Merger and the Transactionsother transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect (i) obtaining all necessary filingsactions or nonactions, noticeswaivers, petitionsconsents and approvals, statementsincluding the Company Approvals, registrationsfrom Governmental Entities or other persons 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, submissions of informationor to avoid an action or proceeding by, applications and other documentsany Governmental Entity, (ii) obtain all approvalsdefending any lawsuits or other legal proceedings, consentswhether judicial or administrative, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority challenging this Agreement or third party necessary, proper or advisable to consummate the Transactions consummation of the transactions contemplated hereby and (iii) execute the execution and deliver delivery of any additional instruments reasonably necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contracttransactions contemplated hereby. (b) In furtherance Subject to the terms and not in limitation of conditions herein provided and without limiting the foregoing, the Company and Parent shall each (i) take all action necessary to ensure that promptly, but in no Takeover Law is or becomes applicable to event later than fourteen (14) Business Days after the date hereof, make their respective filings and thereafter make 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 action reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to other required submissions under the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Furtherpracticable, each party hereto shall (ii) use its reasonable best efforts to avoid or eliminate cooperate with each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, other in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining determining whether any approvalsfilings are required to be made with, or consents, registrations, waivers, permits, authorizations, orders and waivers or approvals are required to be obtained from, any third parties or other confirmations from any Governmental Authority Entities in connection with the Transactions execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) control the overall development of the positions to be taken timely making all such filings and the regulatory actions to be requested in any filing timely seeking all such consents, permits, authorizations or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or beforeapprovals, or any negotiations with, a Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (diii) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in take, or to cause to be taken, all respects with each other in connection with any filing actions and to do, or submission with a Governmental Authority in connection with to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Transactions Merger and in connection with any investigation or the other inquiry by or before a Governmental Authority relating to the Transactionstransactions contemplated hereby, including any proceeding initiated by a private person, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent taking all such further action as reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its Affiliates shall be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Merger.resolve such

Efforts. (a) Subject to Upon the terms and subject to the conditions of in this Agreement, each of the parties hereto shall cooperate with the other parties hereto Party will use commercially reasonable efforts to take all action and 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, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, do all things necessary, proper necessary or advisable to cause consummate and make effective the conditions to Closing to be satisfied Transaction as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, including (a) satisfaction, unless waived by the TransactionsParty to whose benefit they would otherwise accrue, including preparing and filing promptly and fully all documentation to effect all necessary filingsof the closing conditions in Article 6, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation defending any Proceedings challenging the Transaction or the performance of the foregoing, the Company and Parent shall each (i) take all action 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 obligations of any Takeover Law become applicable to any of the Transactions, take all action reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority Party in connection with the Transactions Transaction, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and (y) control 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 filings that are required in connection with the Transactions consummation of the Transaction and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance, books, records or other information the other Party reasonably requires in order to carry out the intent of the parties hereto Transaction Documents, including delivery to Buyer or one or more of its designees such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall use its reasonable best efforts deem reasonably necessary to vest at Closing in Buyer or one or more of their designees all right, title and interest in, to and under the Interests in the manner described herein, free and clear of all Liens (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with than restrictions on sales of securities under the Transactions Securities Act), and in connection with any investigation or form and substance reasonably satisfactory to Buyer. From and after the Closing, Sellers and Buyer agree to, from time to time, execute and deliver such other inquiry by or before a Governmental Authority relating to the Transactionsdocuments, including any proceeding initiated by a private personcertificates, agreements, and (ii) subject to applicable Laws relating to the exchange of informationother writings as any other Party reasonably requests, and to the extent reasonably practicable, consult with the take such other parties hereto with respect to information relating to the other parties heretoactions, as the case may bebe reasonably necessary, that appears in any filing made withproper, or written materials submitted toadvisable in order to (x) consummate or implement expeditiously the Transaction, any third Person or any Governmental Authority in connection with (y) facilitate the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation transition of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, the Company Subsidiaries and the Business and (Dz) 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 allow for the continued operation of the Company and each Company Subsidiary in the Ordinary Course. Notwithstanding the foregoing in this Section 5.03(d) as “Outside Counsel Only”. (e) Notwithstanding anything to the contrary contained in this Agreement5.1, (i) neither Parent nor its Affiliates shall be required (and the Company shall not agree to any none of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company Buyer or any of their respective Affiliates; (B) its Affiliates will be obligated to offermake any payments, agree or consent otherwise pay any consideration, to any changes (including through a licensing arrangement) third party to obtain any applicable consent, waiver or restriction on (including any access or other requirements), or other impairment of Parent’s ability approval related to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Mergerthis Agreement.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the parties hereto shall cooperate with the other parties hereto and use their respective reasonable its best efforts (unlesssubject to, with respect to any actionand in accordance with, another standard of performance is expressly provided for hereinapplicable Law) to promptly (i) taketake promptly, or cause to be taken, all actionsactions necessary, and doto do promptly, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and under applicable Laws to consummate and make effective, in effective the most expeditious manner reasonably practicable, Merger and the Transactionsother transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect (i) the obtaining of all necessary filingsconsents, notices, petitions, statements, registrations, submissions of information, applications and other documentsapprovals or waivers from third parties, (ii) obtain the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Parent, the Company or any of their Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement. (b) Without limiting the foregoing, and notwithstanding anything contained in this Agreement to the contrary, Parent agrees to use its best efforts, and to take promptly any and all approvalssteps necessary, consentsto avoid and, registrationsif necessary, waiverseliminate, permits, authorizations, orders each and other confirmations from every impediment under any Regulatory Law (as hereinafter defined) that may be asserted by any Governmental Authority Entity (through the head of the Governmental Entity or third party division thereof), so as to enable the Closing to occur as soon as possible (and in any event no later than the End Date (as hereinafter defined)), including, but not limited to, (i) providing information, (ii) proposing, negotiating, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of, or holding separate (through the establishment of a trust, proxy agreement, special security agreement, voting trust agreement or otherwise) such of Parent’s (or any of its affiliates’) assets, properties or businesses or of the Company’s (or any of its affiliates’) assets, properties or businesses to be acquired by Parent pursuant hereto, and the entrance into such other arrangements, in each case, as are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity or to effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transaction contemplated by this Agreement prior to the End Date; (iii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations, including entering into, or offering or committing to enter into any supply agreements involving Parent’s (or any of its affiliates’) or the Company’s products or restrictions on Parent’s (or any of its affiliates’) or the Company’s businesses requested by any Governmental Entity, in each case, as are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity or effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement prior to the End Date; (iv) defending through litigation on the merits any claim asserted in court by any person to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent the Closing from occurring prior to the End Date; and (v) taking, or causing to be taken, all other actions and doing, or causing to be done, all other things necessary, proper or advisable to consummate and make effective the Transactions transactions contemplated hereby, including taking 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, the President of the United States, CFIUS, the United States Department of Defense (including the Defense Security Services), the United States Department of Energy, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under Regulatory Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby; provided, however, that nothing in this Section 5.6 shall require Parent to commit to or effect any action or agreement that is not conditioned upon the consummation of the transactions contemplated hereby. The Company shall not, without Parent’s prior written consent, agree to stay, toll or extend any applicable waiting period under any Regulatory Law, or discuss or commit to any of the actions or agreements in Section 5.6(b)(ii) or (iii) execute and deliver above, or discuss or commit to alter its businesses or commercial practices in any additional instruments necessary way, or otherwise take or commit to consummate the Transactions, other than, in the case take any action that limits Parent’s freedom of each of clauses (i) through (iii), action 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and or Parent’s ability to retain any of the businesses, product lines or assets of, the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent receive the full benefits of any Person (other than any Governmental Authority) under any Contractthis Agreement. (bc) In furtherance and not in limitation of the foregoingcovenants contained in this Section 5.6, the Company and Parent shall each (i) take all action 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 action reasonably necessary to ensure that the Transactions may be consummated as promptly as reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, make their respective filings and to supply as promptly as reasonably practicable thereafter make any additional information and documentary material that may be requested pursuant to other required submissions under the HSR Act. Further, (ii) cooperate with each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, other in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining determining whether any approvalsfilings are required to be made with, or consents, registrations, waivers, permits, authorizations, orders and waivers or approvals are required to be obtained from, any third parties or other confirmations from any Governmental Authority Entities in connection with the Transactions execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) control the overall development of the positions to be taken timely making all such filings and the regulatory actions to be requested in any filing timely seeking all such consents, permits, authorizations 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 personapprovals, and (iiiii) subject to applicable Laws legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the exchange completion of informationthe transactions contemplated thereby, and to the extent reasonably practicable, consult with including promptly furnishing the other parties hereto with respect to information relating to copies of notices or other communications received by the other parties heretoCompany or Parent, as the case may be, that appears or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Subject to the foregoing, Parent shall (a) control and lead all actions and strategy related to Regulatory Laws and litigation matters relating to Regulatory Laws, including all dealings with any Governmental Entity, (b) make all final determinations as to the appropriate course of action with respect to Regulatory Laws and Governmental Entities, and shall control and lead all communications related to Regulatory Laws and litigation matters relating to Regulatory Laws unless agreed otherwise as circumstances may dictate and as necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity or effect the dissolution of any injunction, temporary restraining order or other order in any filing made suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement prior to the End Date; provided that, notwithstanding anything to the contrary in this Agreement, the process for obtaining CFIUS approval shall be managed jointly by Parent and Company, Parent and Company shall jointly make all final determinations as to the appropriate course of action and all communications and filings (including, a withdrawal of submission) to and with CFIUS shall be jointly coordinated between Parent and Company. However, Parent shall make final determinations concerning agreements and undertakings to be entered into with CFIUS. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, or any proposed written materials submitted to, any third Person or communication to any Governmental Authority Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the Transactionsproposed transactions unless it consults with the other party in advance and, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. As promptly as reasonably practicablepracticable following the date of this Agreement, all telephone calls Parent and meetings Company shall (a) arrange a meeting with CFIUS, (b) submit a Governmental Authority regarding draft joint voluntary notice to CFIUS and (c) submit a final joint voluntary notice to CFIUS, each with regard to this Agreement and other related information pursuant to Section 721 of the Transactions shall include representatives Defense Production Act of 1950, as amended. Each of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating Company shall respond to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d)request for information from CFIUS in the timeframe set forth in the CFIUS regulations, Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concerns31 C.F.R. Part 800; provided, further however, that either party, after consultation with the other party, may request in good faith an extension of time pursuant to 31 CFR § 800.403(3) to respond to CFIUS requests for follow-up information, provided that under no circumstance may a party may reasonably designate request any competitively sensitive material provided extension that causes CFIUS to another reject the voluntary notice filed by the parties or modifies the time for CFIUS review or investigation. (d) 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) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.03(d) as “Outside Counsel Only”5.6. (e) Notwithstanding anything to the contrary contained in For purposes of this Agreement, “Regulatory Law” means the Xxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the Defense Production Act of 1950, as amended, the International Traffic in Arms Regulations (“ITAR”), applicable requirements of the National Industrial Security Program, the Export Administration Regulations, the embargoes and restrictions administered by the United States Office of Foreign Assets Control and any Executive Orders of the President regarding embargoes and restrictions on trade with designated countries, entities and persons, and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to (i) neither Parent nor its Affiliates shall be required prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (and ii) regulate the Company shall not agree to any business or operations of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; its Subsidiaries or (Ciii) to contest, defend protect the national security or appeal the national economy of any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Mergernation.

Efforts. 11- (a) Subject Without prejudice to the terms and conditions hereof (including the remainder of this AgreementSection 4.1) and the other Transaction Documents, each of the parties hereto party shall cooperate with the other parties hereto and use their respective its commercially 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 proper, or advisable desirable under Applicable Law to cause carry out the conditions to Closing to be satisfied as promptly as reasonably practicable provisions hereof and to consummate thereof and make effective, in the most expeditious manner reasonably practicable, the Transactions, including preparing and filing promptly and fully all documentation to give effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, transactions contemplated hereby and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) thereby. In furtherance and not in limitation of the foregoing, each of the Company and Parent parties shall each (i) take all action necessary subject to ensure that no Takeover Law is or becomes applicable the provisions of this Section 4.1, including Section 4.1(d), use its commercially reasonable efforts 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 action reasonably necessary to ensure that the Transactions may be consummated obtain as promptly as reasonably practicable on and advisable (as determined in good faith by Warrantholder after consultation with the terms Company in accordance with the first sentence of Section 4.1(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 Entities, required in connection with the transactions contemplated by this Agreement and otherwise lawfully minimize the effect other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such Takeover Law on approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the Transactionsavoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (cb) Each Without limiting the generality of the foregoing, as promptly as practicable after written notice from Warrantholder, and in any event no later than in accordance with established regulatory time frames, the parties hereto agrees to make an appropriate filing of a shall (i) file any Notification and Report Form pursuant to Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the Transactionsissuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as soon applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Warrantholder after consultation with the date Company in accordance with the first sentence of this AgreementSection 4.1(d)), and to any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any additional event no later than in accordance with established regulatory time frames, any information and documentary material that may be requested required pursuant to the HSR ActAct or any other Antitrust Laws. FurtherFor purposes of this Agreement, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under the term “Initial Antitrust Clearance” as of any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall time means (x) control prior to such time, the strategy for obtaining any approvalsexpiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, registrationsor approvals, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control the overall development making of the positions to be taken all filings 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 Transactions and giving of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 personnotices, and (ii) subject to applicable Laws relating to the exchange expiration of informationall waiting periods, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating pursuant to any other Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its Affiliates shall be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other ownership interests legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Mergerany issuances of Warrant Shares.

Efforts. (a) Subject to Without limiting the terms and conditions of this Agreementset forth in Article VII, each of the parties hereto shall cooperate with the each other parties hereto and use (and will cause their respective Subsidiaries 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, consummate the Transactions and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and practicable, including using reasonable best efforts to consummate and make effective, in accomplish the most expeditious manner following as promptly as reasonably practicable, : (i) the Transactions, including preparing and filing promptly and fully obtaining of all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvalsActions or nonactions, consents, approvals, registrations, waivers, permits, authorizations, orders orders, expirations or terminations of waiting periods and other confirmations from any Governmental Authority or third party other Person that are or may become necessary, proper or advisable in connection with the consummation of the Transactions; (ii) the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Authorities) that are or may become necessary, proper or advisable in connection with the consummation of the Transactions; (iii) the taking of all steps as may be necessary, proper or advisable to obtain an approval from, or to avoid an Action by, any Governmental Authority or other Person in connection with the consummation of the Transactions; and (iv) the execution and delivery of any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the Transactions, and to carry out fully the purposes of this Agreement; provided, that no party hereto nor any of their respective Affiliates shall be obligated in the exercise of such efforts to (A) propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of any of its assets, properties or businesses or any of the assets, properties or businesses to be acquired by it pursuant to this Agreement or (B) pay any fee, penalty or other consideration (other than customary filing and notification fees with Governmental Authorities and other nominal amounts) to any Person for any consent or approval required for or triggered by the consummation of the Transactions under any Contract or otherwise. (b) Each party hereto shall (i) promptly furnish to the other parties such necessary information and reasonable assistance as the other may request in connection with the preparation of any governmental filings, submissions or other documents; (ii) give the other parties reasonable prior notice of any such filing, submission or other document and, to the extent reasonably practicable, of any communication with or from any Governmental Authority regarding the Transactions, and permit the other to review (to the extent not prohibited by applicable Law or by the applicable Governmental Authority) and discuss in advance, and consider in good faith the views, and secure the participation of, the other parties in connection with any such filing, submission, document or substantive communication; and (iii) execute cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry from a Governmental Authority or in connection with any Action initiated by a Governmental Authority or private party, including informing the other party as soon as practicable of any such investigation, inquiry or Action, and deliver consulting in advance, to the extent practicable, before making any additional instruments necessary presentations or submissions to consummate a Governmental Authority, or, in connection with any Action initiated by a private party, to any other Person. In addition, each of the Transactionsparties hereto will give reasonable prior notice to and consult with the other in advance of any meeting, conference or substantive communication with any Governmental Authority, or, in connection with any Action by a private party, with any other thanPerson, and to the extent not prohibited by applicable Law or by the applicable Governmental Authority, not participate or attend any meeting or conference, or engage in any communication, with any Governmental Authority or such other Person in respect of the Transactions without offering the other party the possibility to participate, attend or engage in such meetings, conferences or communications, and, in the case event one party is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or substantive communication, keep such party apprised with respect thereto. To the extent not prohibited by applicable Law or by the applicable Governmental Authority, each party shall furnish to the other copies of each all filings, submissions, correspondence and communications between it and its Subsidiaries and their respective Representatives, on the one hand, and any Governmental Authority or members of clauses any Governmental Authority’s staff (i) through (iiior any other Person in connection with any Action initiated by a private party), on the other hand, with respect to filingsthe Transactions. Each party may, noticesas it deems advisable and necessary, petitionsreasonably designate material provided to the other party as Outside Counsel Only Material, statements, registrations, submissions of and also may reasonably redact the material as necessary to (A) remove personally sensitive information, applications (B) remove references concerning the valuation of the Company and other documentsits Subsidiaries or Parent and its Subsidiaries conducted in connection with the approval and adoption of this Agreement and the negotiations and investigations leading thereto, approvals(C) comply with contractual arrangements, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws, which are addressed in Section 5.03(c(D) below. prevent the loss of a legal privilege or (E) comply with applicable Law (the “Outside Counsel Only Material”). (c) Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the prior consent of Parent, pay any consent or other similar feethe Company and its Subsidiaries shall not undertake, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree with or propose to enter into any amendmentsGovernmental Authority or third party to undertake, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, actions to obtain any consent consents, approvals, permits, waiting period expirations or authorizations of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all action 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 action reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority non-governmental third party in connection with the Transactions and (y) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing Merger 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 person, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its Affiliates shall be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Merger.

Efforts. (a) Subject to Parent and the terms and conditions of this Agreement, each of the parties hereto Company shall cooperate with the other parties hereto and 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 necessary to consummate the Merger and do, or cause to be done, and assist and cooperate with make effective the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied transactions contemplated by this Agreement as promptly as reasonably practicable and to consummate and make effective, in practicable. Without limiting the most expeditious manner reasonably practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation generality of the foregoing, the Company and Parent shall each party to this Agreement: (i) take shall make all action necessary filings (if any) and give all notices (if any) required to ensure that no Takeover Law is or becomes applicable to any of be made and given by such party in connection with the Transactions Merger and refrain from taking any actions that would cause the applicability of such Laws other transactions contemplated by this Agreement; and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or eliminate Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement. For purposes of this Section 5.1(b), “reasonable best efforts” shall include (i) solely to the extent necessary to obtain any Governmental Authorization under the HSR Act or any applicable antitrust or competition laws or regulations in connection with the Merger, (A) executing settlements, undertakings, consent decrees, stipulations or other agreements, (B) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent, the Company and each of their affiliates, (C) agreeing to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses contemporaneously with or subsequent to the Closing, (D) permitting Parent, the Surviving Corporation, and/or the Company to sell, divest or otherwise convey any particular assets or categories of assets or properties of Parent, the Surviving Corporation or the Company or their respective subsidiaries prior to the Closing, and every impediment (E) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of action of Parent or the Surviving Corporation (including after the Closing) with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets; and obtain all consents under (ii) defending through litigation on the merits any such Antitrust Laws that may be required claim asserted in court by any foreign or U.S. federal, state or local Governmental Authority pursuant theretoPerson, in each case with competent jurisdictionas may be required in order to avoid the entry of, so as or to enable effect the parties hereto to consummate dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the Transactions prior to effect of preventing or materially delaying the Outside DateClosing; provided that any such action required by this Section 5.1(b) is conditioned on the consummation of the Merger. The Company shall not, and shall cause each other Acquired Company to not, without the express written consent of Parent, take publicly or agree to take any action relating to any objections asserted by before any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control 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 Body or other inquiry third party, offer, suggest, propose or litigation by or before, or any negotiations with, a Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 personnegotiate, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its Affiliates shall be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action that is not conditioned upon consummation of the Mergera type described in this Section 5.1(b).

Efforts. (a) Subject to the terms and conditions of this Agreement, including this Section 6.3, each of the parties hereto Company, Seller and Buyer shall cooperate with the other parties hereto and use their respective its commercially 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 party in doing, doing all things necessary, proper or advisable under applicable Law to cause consummate and make effective the conditions to Closing to be satisfied transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, including using commercially reasonable best efforts in (i) preparing and to consummate and make effectivefiling, in consultation with the most expeditious manner other Parties, as promptly as reasonably practicable, the Transactions, including preparing and filing promptly and fully practicable with any Applicable Authority or other third party all documentation to effect all necessary necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, documents and (ii) obtain obtaining and maintaining all approvalsnon-actions, consents, registrationsclearances, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating required to Antitrust Lawsbe obtained from any Applicable Authority or other third party, which in each case, that are addressed in Section 5.03(c) below. Notwithstanding anything necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the contrary hereinconsummation of the Closing pursuant to Article 7). Except as set forth on Schedule 1.1(d), prior to the Effective Time, no party hereto shall be required to, and the Company and its Subsidiaries shall not without the consent of Parent, pay make any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than de minimis payments) or grant any Governmental Authorityconcessions to any third party in connection with obtaining any consents under Contracts (other than the Existing Financing Amendments solely at Buyer’s direction) under any Contractwithout Buyer’s prior written consent. (b) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require (or be deemed to require) Buyer or any of its Affiliates (or for the avoidance of doubt any of its Related Parties) (including in respect of the Company or any of its Subsidiaries) to agree to or accept (nor shall the Company or any of its Subsidiaries, without Buyer’s prior written consent, agree to or accept) any obligation, restriction, requirement, limitation, divestiture, condition, remedy, cost, liability or other action, in each case that is imposed or otherwise required by an Applicable Authority pursuant to or in connection with a Required Regulatory Approval or otherwise in connection with the transactions contemplated by this Agreement (or otherwise as set forth on Schedule 6.3(b)), and (1) that would reasonably be expected to be material (A) with respect to the Company and its Subsidiaries, to either the assets, liabilities, business or results of operation of the Company and its Subsidiaries taken as a whole (without giving effect to the transactions contemplated hereby) or (B) with respect to Buyer and its Subsidiaries, to Buyer’s and its Subsidiaries’ business of originating, selling and servicing residential mortgage loans taken as a whole (without giving effect to the transactions contemplated hereby) or (2) that would otherwise adversely impair the reasonably expected benefits of the transaction to Buyer in any material respect, and without limiting the foregoing, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require (or be deemed to require) Buyer or any of its Affiliates (or for the avoidance of doubt any Related Parties thereof) (including in respect of the Company or any of its Subsidiaries) to agree to or accept (nor shall the Company or any of its Subsidiaries, without Buyer’s prior written consent, agree to or accept) any obligation, restriction, requirement, limitation, divestiture, condition, remedy, cost, liability or other action as set forth on Schedule 6.3(b)(i) (any of the foregoing described in this Section 6.3(b), a “Burdensome Condition”); provided that neither (x) any action imposed by an Applicable Authority as a matter of general applicability to approved entities nor (y) any action required to be taken by Buyer, the Company or their respective Subsidiaries described on Schedule 6.3(b)(ii) shall be considered a Burdensome Condition. (c) In furtherance and not in limitation of the foregoing, the Company and Parent shall each of (i) take all action 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 Company and, as necessary, its Subsidiaries, (ii) if the restrictions of any Takeover Law become applicable to any of the TransactionsSeller and, take all action reasonably necessary to ensure that the Transactions may be consummated as necessary, its Affiliates and (iii) Buyer and, as necessary, its Affiliates shall make, 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) reasonably practicable, each in a materially complete form, any filing that may be required with any Applicable Authority. Each of the parties hereto agrees Company, Seller and Buyer, including, as necessary, the respective Affiliates of each, shall supply as promptly as reasonably practicable any cooperation, additional information and documentary material that may be requested by any Applicable Authority and necessary to make an obtain any non-action, clearance, waiver, approval, consent, registration, permit, authorization or other confirmation from such Applicable Authority and furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Applicable Authority (including providing financial information and certificates as well as personal information of senior management, directors, officers, managers, general or limited partners or members of the Company, Seller or Buyer, or the respective Affiliates of each, as applicable, and making individuals with appropriate seniority and expertise of the Company, Seller or Buyer, as applicable, available to participate in discussions or hearings). The Company and, as necessary, its Subsidiaries, and Buyer shall promptly (and, (x) with respect to any required filing of a Notification and Report Form pursuant to the HSR Act Act, in no event later than ten (10) Business Days in accordance with Section 6.4 and (y) with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws filing that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions Required Regulatory Approvals, in no event later than fifteen (15) Business Days, following the date hereof) make or cause to be made the filings and (ysubmissions set forth in Schedule 6.3(c) control the overall development of the positions to be taken and the regulatory actions to be requested Disclosure Schedule, each in any filing or submission with a Governmental Authority in connection with the Transactions and in connection materially complete form (with any investigation updates or other inquiry supplements thereto to follow promptly thereafter), it being agreed that notwithstanding anything in this Agreement to the contrary, Buyer or litigation by or before, or Buyer’s counsel shall have primary direction over submissions to and communications with and between any negotiations with, a Governmental Applicable Authority relating to the Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faithRequired Regulatory Approvals. (d) Each Except as prohibited by applicable Law or Governmental Order, each of Buyer, Seller and the parties hereto Company, including, as necessary, the respective Affiliates of each, shall use its reasonable best efforts to (i) cooperate in all respects and consult with each other, and promptly provide to each other any information necessary (including regarding compliance by each of Buyer and Seller’s Affiliates with applicable financial strength requirements of any Applicable Authority), in connection with any filing or submission with a Governmental an Applicable Authority in connection with the Transactions transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental an Applicable Authority relating to the Transactionstransactions contemplated by this Agreement, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions (except documents or portions thereof for which confidential treatment has been requested or given), (ii) promptly inform the other Party of (and if in writing, supply to the other Party) any proceeding initiated substantive communication received by such Party from, or given by such Party to, any Applicable Authority (including that each Party shall promptly inform the other Party of any communication received by such Party of the potential imposition by an Applicable Authority of a Burdensome Condition or that could reasonably be expected to lead to a request by an Applicable Authority for a Burdensome Condition), and of any material communication received or given in connection with any Action by a private personparty, in each case regarding any of the transactions contemplated by this Agreement, (iii) permit the other to review and discuss in advance, and consider in good faith the views of the other (iito the extent timely communicated) subject in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions, proposals or other communications to applicable Laws be submitted to any Applicable Authority or third party whose consent may be required in connection with the transactions contemplated by this Agreement (including in connection with any potential Burdensome Condition) and (iv) coordinate with the other 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 Applicable Authority relating to this Agreement or the exchange transactions contemplated hereby. (e) Unless prohibited by applicable Law or Governmental Order or by an Applicable Authority, each of informationthe Company and Buyer, and including, as necessary, the respective Affiliates of each, shall (i) to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties heretonot participate in or attend any meeting, as the case may be, that appears or engage in any filing made withsubstantive conversation, or written materials submitted to, with any third Person or any Governmental Applicable Authority in connection with respect of the Transactionstransactions contemplated by this Agreement without the other, other than “4(c(ii) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To to the extent reasonably practicable, all telephone calls give the other reasonable prior notice of any such meeting or conversation and meetings (iii) in the event one such Party is prohibited by applicable Law or Governmental Order or by an Applicable Authority from participating in or attending any such meeting or engaging in any such conversation, keep the non-participating Party reasonably apprised with a Governmental Authority regarding respect thereto. (f) In furtherance of the Transactions shall include representatives of Parent foregoing, but subject to the limitations set forth in Section 6.3 and Section 6.4(c), Buyer, the Company, Company and each party hereto must inform of their respective Affiliates shall each use their commercially reasonable best efforts (i) to avoid the entry of, or to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other Governmental Order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the consummation of the transactions contemplated hereby and (ii) not to take any material communications with a Governmental Authority relating action the effect of which is to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and cause the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case generally applicable financial strength requirements (to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Companyapplicable, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything after giving effect to the contrary contained in this Agreementtransactions contemplated hereby, (ibut for the avoidance of doubt, without limiting any change thereto constituting a Burdensome Condition) neither Parent nor of any Applicable Authority applicable to Buyer and its Affiliates shall to not be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Mergersatisfied.

Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties hereto Parties shall cooperate with the other parties hereto and use their respective its commercially 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, and to do, or cause to be done, and to assist and cooperate with the other parties hereto Parties in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and under applicable Law to consummate and make effective, in effective the most expeditious manner reasonably transactions contemplated by this Agreement as promptly as practicable, including: (i) the Transactions, including preparing preparation and filing as promptly and fully all documentation to effect as practicable of all necessary filingsapplications, notices, petitions, statements, registrations, submissions of informationfilings, applications ruling requests, and other documents, (ii) and the taking of all steps as may be necessary, to obtain as promptly as practicable all approvalsconsents, consentswaivers, licenses, orders, registrations, waiversapprovals, permits, authorizationsrulings, orders authorizations and other confirmations clearances necessary or advisable to be obtained from any Governmental Authority in order to (A) consummate the transactions contemplated by this Agreement and (B) ensure that each of the material Permits required to conduct the Acquired Business as currently conducted shall remain in full force and effect upon Closing, (ii) the obtaining of all other necessary Consents or waivers from third parties, provided that, except as otherwise provided in this Agreement or agreed by the Parties, none of the Buyer, the Seller, the Company or its Subsidiaries shall be obligated to make any payment to any third party necessaryin connection with seeking such Consents or waivers or shall have any liability for failure to obtain any such Consents or waivers, proper or advisable to consummate unless otherwise arising from the Transactions breach of this Section 6.4(a), and (iii) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contracttransactions contemplated by this Agreement. (b) In furtherance and not in limitation of Without limiting the foregoingParties’ obligations under Section 6.4(a), the Company Buyer shall, and Parent shall each (i) take all action necessary to ensure that no Takeover Law is or becomes applicable cause its Affiliates to, if requested by the counterparty to any of the Transactions contracts set forth on Section 6.4(b) of the Seller Disclosure Letter (the “Specified Contracts”), provide reasonable credit support with respect to the obligations of the Company or its applicable Subsidiary under such Specified Contract (including, if so requested by such counterparty, posting reasonable letters of credit). If following compliance by the Parties of their obligations under Section 6.4(a) and refrain from taking the first sentence of this Section 6.4(b), any actions counterparty to a Specified Contract withholds consent under such Specified Contract to the transactions contemplated by this Agreement, the Company or its applicable Subsidiary shall be permitted to enter into a substitute arrangement reasonably acceptable to the Buyer that would cause (i) provides for continued use by the applicability Company or its applicable Subsidiary of the assets subject to the applicable Specified Contract on terms not inconsistent with the terms of such Laws Specified Contract and (ii) if contains economic terms that are no less favorable in the restrictions of any Takeover Law become aggregate to the Company or its applicable to any of Subsidiary than the Transactions, take all action reasonably 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 Transactionsapplicable Specified Contract. (c) Each Subject to the other terms and conditions herein provided and without limiting the foregoing, the Parties shall (and shall cause their respective Subsidiaries to): (i) use their commercially reasonable efforts to cooperate with one another in (A) determining whether filings are required (or considered by the Parties to be advisable) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the parties hereto agrees rules and regulations thereunder (“HSR Act”), and (B) to make an appropriate filing of a Notification and Report Form pursuant to their respective filings under the HSR Act with respect to the Transactions, as soon as practicable and advisable within 10 business days after the date execution of this Agreement, ; (ii) promptly notify each other of any communication concerning this Agreement and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations transactions contemplated hereunder from any Governmental Authority and consult with and permit the other Party to review in connection with advance any proposed communication concerning this Agreement and the Transactions transactions contemplated hereunder to any Governmental Authority; (iii) not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and (y) control any agreement regarding the overall development timing of consummation 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 transactions contemplated by this Agreement) with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to any filings or investigation concerning this Agreement or the Transactions transactions contemplated hereunder unless it consults with the other Party and its Representatives in advance and invites the other Party’s Representatives to attend unless the Governmental Authority prohibits such attendance; (iv) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Authority, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their Subsidiaries or their respective Representatives intend to submit to any Governmental Authority, it being understood that correspondence, filings and communications received from any Governmental Authority shall be immediately provided to the other regulatory matters incidental theretoParty upon receipt; (v) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such necessary information and reasonable assistance as such other Party and its Subsidiaries may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the provisions of the HSR Act; provided that Parent shall consult and cooperate with and (vi) deliver to the Company with respect other Party’s outside counsel complete copies of all documents furnished to such strategy, positions and requested regulatory action and consider the Company’s views in good faithany Governmental Authority as part of any filing. (d) Each of the parties hereto The Buyer shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with eliminate any filing or submission with a Governmental Authority in connection with concern on 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 person, and (ii) subject to applicable Laws relating to the exchange part of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with regarding the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in legality of the rules and regulations transactions contemplated by this Agreement under the HSR Act. To , including, if required by any Governmental Authority, promptly taking all actions necessary to secure antitrust clearance from such Governmental Authority, including: (i) taking all actions necessary to effect the extent reasonably practicablesale or other disposition of particular businesses, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives product lines, assets or voting securities of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or the Buyer or their outside counsel shall have the right respective Subsidiaries; (ii) agreeing to review in advance all written materials submitted or communications made to any enter into a hold-separate agreement with said Governmental Authority in connection pending such sale or other disposition of businesses, product lines, assets or voting securities of the Company or the Buyer or their respective Subsidiaries; and (iii) otherwise taking or committing to take any action that limits its freedom of action with the Transactionsrespect to, in each case or its ability to the extent retain, any of such materials businesses, product lines, assets or communications are related to any Antitrust Laws; voting securities, provided that that materials required to be provided pursuant to this Section 5.03(d) any such action may be redacted (A) to remove references concerning conditioned upon the valuation consummation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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 transactions contemplated by this Section 5.03(d) as “Outside Counsel Only”Agreement. (e) Notwithstanding anything In addition to the contrary contained in foregoing, the Buyer agrees to provide such reasonable assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought under this Agreement. (f) Whether or not the Acquisition is consummated, (i) neither Parent nor its Affiliates shall be required (the Buyer and the Company Seller shall not agree each be responsible for paying 50% of all filing fees and payments to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict under the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the MergerHSR Act.

Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties hereto Parties shall cooperate with the other parties hereto and use their respective its commercially 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, and to do, or cause to be done, and to assist and cooperate with the other parties hereto Parties in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and under applicable Law to consummate and make effective, in effective the most expeditious manner reasonably transactions contemplated by this Agreement as promptly as practicable, including: (i) the Transactions, including preparing preparation and filing as promptly and fully all documentation to effect as practicable of all necessary filingsapplications, notices, petitions, statements, registrations, submissions of informationfilings, applications ruling requests, and other documents, and the taking of all steps as may be necessary, to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Authority, in order to consummate the transactions contemplated by this Agreement, (ii) obtain the obtaining of all approvalsother necessary Consents or waivers from third parties, consentsprovided that none of the Buyer, registrationsthe Sellers, any Company or any of their respective Subsidiaries shall be obligated to make any payment to any third party to induce the granting of such Consents or waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and deliver (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contracttransactions contemplated by this Agreement. (b) In furtherance Subject to the other terms and not in limitation of conditions herein provided and without limiting the foregoing, the Company Parties shall (and Parent shall each cause their respective Subsidiaries to): (i) take all action necessary use their commercially reasonable efforts to ensure that no Takeover Law is cooperate with one another in (A) determining whether filings are required (or becomes applicable considered by the Parties to any be advisable) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the Transactions rules and refrain from taking any actions that would cause regulations thereunder (“HSR Act”), and (B) to make their respective filings under the applicability HSR Act within 10 business days after execution of such Laws and this Agreement; (ii) if the restrictions promptly notify each other of any Takeover Law become applicable communication concerning this Agreement and the transactions contemplated hereunder from any Governmental Authority and consult with and permit the other Parties to review in advance any proposed communication concerning this Agreement and the transactions contemplated hereunder to any Governmental Authority; (iii) not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Transactions, take all action reasonably necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms transactions contemplated by this Agreement) with any Governmental Authority relating to any filings or investigation concerning this Agreement or the transactions contemplated hereunder unless it consults with the other Parties and otherwise lawfully minimize their respective Representatives in advance and invites the effect other Parties’ Representatives to attend unless the Governmental Authority prohibits such attendance; (iv) promptly furnish each other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Authority, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their Subsidiaries or their respective Representatives intend to submit to any Governmental Authority, it being understood that correspondence, filings and communications received from any Governmental Authority shall be immediately provided to each other Party upon receipt; (v) promptly furnish each other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such Takeover Law on necessary information and reasonable assistance as such other Party and its Subsidiaries may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the Transactionsprovisions of the HSR Act; and (vi) deliver to each other Party’s outside counsel complete copies of all documents furnished to any Governmental Authority as part of any filing. (c) Each The Buyer shall use commercially reasonable efforts to eliminate any concern on the part of any Governmental Authority regarding the legality of the parties hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of transactions contemplated by this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Agreement under the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be including, if required by any foreign Governmental Authority, promptly taking all actions necessary to secure antitrust clearance from such Governmental Authority, including: (i) taking all actions necessary to effect the sale or U.S. federalother disposition of particular businesses, state product lines, assets or local voting securities of a Company or the Buyer or their respective Subsidiaries; (ii) agreeing to enter into a hold-separate agreement with said Governmental Authority pursuant theretopending such sale or other disposition of businesses, in each case with competent jurisdictionproduct lines, so as to enable assets or voting securities of a Company or the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take Buyer or agree their respective Subsidiaries; and (iii) otherwise taking or committing to take any action relating to any objections asserted by any Governmental Authority that limits its freedom of action with respect to, or its ability to retain, any of such businesses, product lines, assets or voting securities, provided that any such action may be conditioned upon the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control the overall development consummation 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 transactions contemplated by or before, or any negotiations with, a Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faiththis Agreement. (d) Each Subject to the conditions set forth in Article VIII, the Buyer and the Sellers shall proceed with the transactions contemplated by this Agreement unless a court or other Governmental Authority has issued an injunction or other order prohibiting the closing of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing transactions and that injunction or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation order has been upheld by an appellate court or other inquiry by or before a appellate Governmental Authority relating Authority. (e) In addition to the Transactionsforegoing, including any proceeding initiated the Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by a private person, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person party whose consent or any Governmental Authority in connection with approval is sought under this Agreement. (f) Whether or not the TransactionsAcquisition is consummated, other than “4(c) documents” Parties shall be responsible for their own respective filing fees and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made payments to any Governmental Authority in connection with the Transactionsorder to obtain any consents, in each case to the extent such materials approvals or communications are related to any Antitrust Laws; provided that that materials required to be provided waivers pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”6.4. (eg) Notwithstanding anything Without limiting the generality of Section 6.4(a) above, each of the Parties shall use its best efforts to obtain as promptly as practicable the Consent of the LDEQ to the contrary contained in this Agreementchange of ownership contemplated by the Acquisition, (i) neither Parent nor its Affiliates shall which the Parties acknowledge may be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or obtained after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the MergerClosing Date.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the parties hereto shall cooperate with the other parties hereto and use their respective reasonable its best efforts (unlesssubject to, with respect to any actionand in accordance with, another standard of performance is expressly provided for hereinapplicable Law) to promptly (i) taketake promptly, or cause to be taken, all actionsactions necessary, and doto do promptly, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and under applicable Laws to consummate and make effective, in effective the most expeditious manner reasonably practicable, Merger and the Transactionsother transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect (i) the obtaining of all necessary filingsconsents, notices, petitions, statements, registrations, submissions of information, applications and other documentsapprovals or waivers from third parties, (ii) obtain the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Parent, the Company or any of their Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement. (b) Without limiting the foregoing, and notwithstanding anything contained in this Agreement to the contrary, Parent agrees to use its best efforts, and to take promptly any and all approvalssteps necessary, consentsto avoid and, registrationsif necessary, waiverseliminate, permits, authorizations, orders each and other confirmations from every impediment under any Regulatory Law (as hereinafter defined) that may be asserted by any Governmental Authority Entity (through the head of the Governmental Entity or third party division thereof), so as to enable the Closing to occur as soon as possible (and in any event no later than the End Date (as hereinafter defined)), including, but not limited to, (i) providing information, (ii) proposing, negotiating, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of, or holding separate (through the establishment of a trust, proxy agreement, special security agreement, voting trust agreement or otherwise) such of Parent’s (or any of its affiliates’) assets, properties or businesses or of the Company’s (or any of its affiliates’) assets, properties or businesses to be acquired by Parent pursuant hereto, and the entrance into such other arrangements, in each case, as are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity or to effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transaction contemplated by this Agreement prior to the End Date; (iii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations, including entering into, or offering or committing to enter into any supply agreements involving Parent’s (or any of its affiliates’) or the Company’s products or restrictions on Parent’s (or any of its affiliates’) or the Company’s businesses requested by any Governmental Entity, in each case, as are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity or effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement prior to the End Date; (iv) defending through litigation on the merits any claim asserted in court by any person to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent the Closing from occurring prior to the End Date; and (v) taking, or causing to be taken, all other actions and doing, or causing to be done, all other things necessary, proper or advisable to consummate and make effective the Transactions transactions contemplated hereby, including taking 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, the President of the United States, CFIUS, the United States Department of Defense (including the Defense Security Services), the United States Department of Energy, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under Regulatory Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby; provided, however, that nothing in this Section 5.6 shall require Parent to commit to or effect any action or agreement that is not conditioned upon the consummation of the transactions contemplated hereby. The Company shall not, without Parent’s prior written consent, agree to stay, toll or extend any applicable waiting period under any Regulatory Law, or discuss or commit to any of the actions or agreements in Section 5.6(b)(ii) or (iii) execute and deliver above, or discuss or commit to alter its businesses or commercial practices in any additional instruments necessary way, or otherwise take or commit to consummate the Transactions, other than, in the case take any action that limits Parent’s freedom of each of clauses (i) through (iii), action 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and or Parent’s ability to retain any of the businesses, product lines or assets of, the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent receive the full benefits of any Person (other than any Governmental Authority) under any Contractthis Agreement. (bc) In furtherance and not in limitation of the foregoingcovenants contained in this Section 5.6, the Company and Parent shall each (i) take all action 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 action reasonably necessary to ensure that the Transactions may be consummated as promptly as reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, make their respective filings and to supply as promptly as reasonably practicable thereafter make any additional information and documentary material that may be requested pursuant to other required submissions under the HSR Act. Further, (ii) cooperate with each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, other in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining determining whether any approvalsfilings are required to be made with, or consents, registrations, waivers, permits, authorizations, orders and waivers or approvals are required to be obtained from, any third parties or other confirmations from any Governmental Authority Entities in connection with the Transactions execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) control the overall development of the positions to be taken timely making all such filings and the regulatory actions to be requested in any filing timely seeking all such consents, permits, authorizations 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 personapprovals, and (iiiii) subject to applicable Laws legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the exchange completion of informationthe transactions contemplated thereby, and to the extent reasonably practicable, consult with including promptly furnishing the other parties hereto with respect to information relating to copies of notices or other communications received by the other parties heretoCompany or Parent, as the case may be, that appears or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Subject to the foregoing, Parent shall (a) control and lead all actions and strategy related to Regulatory Laws and litigation matters relating to Regulatory Laws, including all dealings with any Governmental Entity, (b) make all final determinations as to the appropriate course of action with respect to Regulatory Laws and Governmental Entities, and shall control and lead all communications related to Regulatory Laws and litigation matters relating to Regulatory Laws unless agreed otherwise as circumstances may dictate and as necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity or effect the dissolution of any injunction, temporary restraining order or other order in any filing made suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement prior to the End Date; provided that, notwithstanding anything to the contrary in this Agreement, the process for obtaining CFIUS approval shall be managed jointly by Parent and Company, Parent and Company shall jointly make all final determinations as to the appropriate course of action and all communications and filings (including, a withdrawal of submission) to and with CFIUS shall be jointly coordinated between Parent and Company. However, Parent shall make final determinations concerning agreements and undertakings to be entered into with CFIUS. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, or any proposed written materials submitted to, any third Person or communication to any Governmental Authority Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the Transactionsproposed transactions unless it consults with the other party in advance and, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. As promptly as reasonably practicablepracticable following the date of this Agreement, all telephone calls Parent and meetings Company shall (a) arrange a meeting with CFIUS, (b) submit a Governmental Authority regarding draft joint voluntary notice to CFIUS and (c) submit a final joint voluntary notice to CFIUS, each with regard to this Agreement and other related information pursuant to Section 721 of the Transactions shall include representatives Defense Production Act of 1950, as amended. Each of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating Company shall respond to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d)request for information from CFIUS in the timeframe set forth in the CFIUS regulations, Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concerns31 C.F.R. Part 800; provided, further however, that either party, after consultation with the other party, may request in good faith an extension of time pursuant to 31 CFR § 800.403(3) to respond to CFIUS requests for follow-up information, provided that under no circumstance may a party may reasonably designate request any competitively sensitive material provided extension that causes CFIUS to another reject the voluntary notice filed by the parties or modifies the time for CFIUS review or investigation. (d) 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) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.03(d) as “Outside Counsel Only”5.6. (e) Notwithstanding anything to the contrary contained in For purposes of this Agreement, “Regulatory Law” means the Sxxxxxx Act of 1890, the Cxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the Defense Production Act of 1950, as amended, the International Traffic in Arms Regulations (“ITAR”), applicable requirements of the National Industrial Security Program, the Export Administration Regulations, the embargoes and restrictions administered by the United States Office of Foreign Assets Control and any Executive Orders of the President regarding embargoes and restrictions on trade with designated countries, entities and persons, and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to (i) neither Parent nor its Affiliates shall be required prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (and ii) regulate the Company shall not agree to any business or operations of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; its Subsidiaries or (Ciii) to contest, defend protect the national security or appeal the national economy of any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Mergernation.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto Company and Parent shall cooperate with the each other parties hereto and 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 to cause consummate the conditions to Closing to be satisfied Merger and the other Transactions as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including (i) preparing and filing as promptly and fully as practicable after the date hereof with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, financial statements, records, applications and other documents, in each case, to the extent applicable, (ii) obtain obtaining and maintaining all approvals, consents, registrations, waivers, permitsPermits, authorizations, orders licenses, waivers and other confirmations required to be obtained from any Governmental Authority or third party necessary, proper or advisable that are necessary to consummate the Transactions, (iii) defending or contesting any action, suit or proceeding challenging this Agreement or the Transactions and (iiiiv) execute executing and deliver delivering any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company and Parent shall each make (i) take all action 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 action reasonably 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 make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within five (5) Business Days after the date hereof), (ii) a filing to the Commissioner requesting an advance ruling certificate or No Action Letter pursuant to the Competition Act (collectively, the HSR Act and the Competition Act, the “Antitrust Laws”) as promptly as practicable (and in any event within five (5) Business Days after the date hereof), (iii) comply at the earliest practicable date with any request under any of the Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from any Governmental Authority in respect of such filings or such transactions and (iv) cooperate with each other in connection with any such filing (including, to the extent permitted by Applicable Law, providing copies of all such documents, excluding the HSR Act Item 4(c) and 4(d) documents, to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith), and in connection with resolving any investigation or other inquiry of any Governmental Authority under any of the Antitrust Laws with respect to the Transactions, as soon as practicable and advisable after the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Actsuch filing or any such transaction. Further, each Each such party hereto shall use its reasonable best efforts to avoid furnish to each other all information required for any application or eliminate each other filing to be made pursuant to any Applicable Law in connection with the Transactions. Each such party shall promptly inform the other parties hereto of any oral communication with, and every impediment provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to Applicable Law, the parties hereto will consult and obtain all consents cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any of the Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.01 as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. The parties shall take reasonable 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 8.01 so as to preserve any applicable privilege. (c) Notwithstanding anything herein to the contrary: Parent shall (i) take any and all action necessary, including but not limited to (A) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (B) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries, provided that Parent shall have no obligation to terminate or amend any contract with any of its Affiliates other than with respect to its Subsidiaries; (C) terminating any venture or other arrangement; (D) creating any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (E) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with the Federal Trade Commission, the Department of Justice, any attorney general of any state of the United States, the Commissioner, any competition authority of any jurisdiction or any other Governmental Authority (collectively, “Antitrust Laws Authority”) in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; by consenting to such action by the Company and provided, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger) (each a “Divestiture Action”) and to ensure that no Governmental Authority enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger (“Antitrust Prohibition”) or to ensure that no Antitrust Authority with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the Outside Date; and (ii) not take any action (including the acquisition by it or its Affiliates of any interest in any Person that derives revenues from products, services or lines of business similar to the Company’s products, services or lines of business) if such action would make it materially more likely that there would arise any impediments under any Antitrust Law that may be required asserted by any foreign or U.S. federal, state or local Governmental Authority pursuant theretoto the consummation of the Transactions as soon as practicable. In the event that any action is threatened or instituted challenging the Merger as violative of any Antitrust Law, Parent shall take all action necessary, including but not limited to any Divestiture Action to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in each case any proceeding that would make consummation of the Transactions in accordance with competent jurisdictionthe terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the Transactions, Parent shall take promptly any and all steps necessary to vacate, modify or suspend such injunction or order so as to enable the parties hereto to consummate the Transactions permit such consummation prior to the Outside Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions Parent and requested regulatory action and consider the Company’s views in good faith. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate assist Parent in all respects with each other in connection with resisting and reducing 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 person, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”Divestiture Action. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its Affiliates shall be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Merger.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the parties hereto shall, and the Company shall cooperate with the other parties hereto and cause each of its Subsidiaries to, use their respective its reasonable best efforts (unlesssubject to, with respect to any actionand in accordance with, another standard of performance is expressly provided for hereinapplicable Law) to promptly (i) taketake promptly, or to cause to be taken, all actions, and doto do promptly, or to cause to be done, and to assist and to cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in effective the most expeditious manner reasonably practicable, Merger and the Transactionsother transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect (i) obtaining all necessary filingsactions or nonactions, noticeswaivers, petitionsconsents and approvals, statementsincluding the Company Approvals, registrationsfrom Governmental Entities or other persons 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, submissions of informationor to avoid an action or proceeding by, applications and other documentsany Governmental Entity, (ii) obtain all approvalsdefending any lawsuits or other legal proceedings, consentswhether judicial or administrative, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority challenging this Agreement or third party necessary, proper or advisable to consummate the Transactions consummation of the transactions contemplated hereby and (iii) execute the execution and deliver delivery of any additional instruments reasonably necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contracttransactions contemplated hereby. (b) In furtherance Subject to the terms and not in limitation of conditions herein provided and without limiting the foregoing, the Company and Parent shall each (i) take all action necessary to ensure that promptly, but in no Takeover Law is or becomes applicable to event later than fourteen (14) Business Days after the date hereof, make their respective filings and thereafter make any of other required submissions under the Transactions and refrain from taking any actions that would cause the applicability of such Laws and HSR Act as promptly as reasonably practicable, (ii) if 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 or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the restrictions execution and delivery of any Takeover Law become applicable to any of the Transactions, take all action reasonably 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 consummation of the parties hereto agrees transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use reasonable best 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 an appropriate filing 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 a Notification and Report Form pursuant to the HSR Act United States Department of Justice, state or foreign antitrust enforcement authorities or competition authorities, other Governmental Entities, or other state or federal regulatory authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law with respect to the Transactions, as soon as practicable Merger and advisable after the date of this Agreementother transactions contemplated hereby, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws Law that may be required asserted by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case Entity with competent jurisdiction, respect to the Merger so as to enable the parties hereto Closing to consummate occur as soon as reasonably possible (and in any event no later than the Transactions prior to the Outside End Date. The Company shall not, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 person, and (iiiv) subject to applicable Laws legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the exchange completion of informationthe transactions contemplated by this Agreement, and including to the extent reasonably practicable, consult with permitted by Law promptly furnishing the other parties hereto with respect to information relating to copies of notices or other communications sent or received by the other parties heretoCompany or Parent, as the case may be, that appears in or any filing made withof their Subsidiaries, to or written materials submitted to, from any third Person or party and/or any Governmental Authority in connection Entity with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Companyrespect thereto, and each party hereto must inform permit the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have the right to review in advance all any proposed written materials submitted or communications made communication by such party to any supervisory or Governmental Authority Entity. Notwithstanding anything in connection with the Transactions, in each case this Agreement to the extent such materials or communications are related to any Antitrust Laws; contrary, except as provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Companybelow, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything to the contrary nothing contained in this Agreement shall be deemed to require Parent or any of its Affiliates, or the Company (unless requested by Parent) or any of its Subsidiaries or the Surviving Corporation or any of its Affiliates to take or agree to take any Action of Divestiture or Limitation. For purposes of this Agreement, an “Action of Divestiture or Limitation” shall mean (i) neither Parent nor its Affiliates shall be required (and executing or carrying out agreements or submitting to the requirements of any Governmental Entity providing for a license, sale or other disposition of any assets or businesses or categories of assets or businesses of the Company shall not agree to and its Subsidiaries or the holding separate of any of the following without the express written consent of Parent): (A) to offer, agree assets or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein Company capital stock or imposing or seeking to impose any limitation on the ability of Parent or the Company or any of their respective its Subsidiaries to own such assets or to acquire, hold or exercise full rights of ownership of the Company’s business or on the ability of the Company to conduct the business of the Company and its Subsidiaries, (ii) modification of a Company Permit or the terms of any Contract with any customer of the Company or any of its Subsidiaries in a manner that would materially reduce the economic benefits of such Company Permit or Contract or (iii) the imposition of any material condition or limitation that restricts the business of Parent or its Affiliates; (B) . The Company and Parent shall permit counsel for the other party reasonable opportunity to offerreview in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Notwithstanding anything in this Agreement to the contrary, the Company shall, upon the request of Parent, agree to take any Action of Divestiture or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights Limitation with respect to the equity securities Company or other ownership interests any of its Subsidiaries so long as such Action of Divestiture or Limitation is binding on the Company; or (C) Company and its Subsidiaries only in the event the Closing occurs. Notwithstanding anything in this Agreement to contestthe contrary, defend or appeal the Company shall not, and shall cause its Subsidiaries not to, undertake any Action brought by a Governmental Authority against such party of Divestiture or Limitation with respect to the Company or any of its Subsidiaries without the consent of Parent, which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of the Mergermay be withheld in Parent’s sole discretion.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other parties hereto and 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, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), 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 addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation of the foregoing, if and to the Company extent advisable and Parent shall each (i) take all action necessary to ensure that no Takeover Law is obtain the expiration or becomes applicable to any termination 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 action reasonably 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 make an appropriate filing of a Notification and Report Form waiting period pursuant to the HSR Act with respect to and any approvals or consents of each Governmental Authority as set forth on Section 7.1(b) of the TransactionsCompany Disclosure Letter, as soon as reasonably practicable and advisable after in any event prior to the date Termination Date, each of this AgreementParent and Merger Sub shall (and shall cause their respective controlled Affiliates to) (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (A) the sale, divestiture, license or other disposition of any and all of the capital stock, share capital or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and to supply as promptly as reasonably practicable the Company and its Subsidiaries, on the other hand; and (B) any additional information other restrictions on the activities of Parent and documentary material that may be requested pursuant Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand; and (ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger; provided, however, that, notwithstanding anything in the Agreement or this Section 6.2(b) to the HSR Act. Furthercontrary, nothing in this Agreement shall limit the obligation of Parent and Merger Sub to, and Parent and Merger Sub hereby agree that they shall, and shall cause each party hereto shall use its reasonable best efforts of their respective controlled Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws, Foreign Investment Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto other Legal Restraints to consummate the Transactions Merger and the other transactions contemplated hereby prior to the Outside Termination Date. The ; provided however, that in no event shall Parent, Merger Sub or their respective Affiliates be required to (and the Company and its Subsidiaries and controlled Affiliates shall not, without Parent’s prior written consent) take any of the express written consent actions described in this Section 6.2(b) if they would have a material adverse impact on (x) the business or assets of Parent, Merger Sub and their respective controlled Affiliates (taken as a whole), on the one hand or (y) the business or assets of the Company and its Subsidiaries (taken as a whole), on the other hand; provided, further, that Parent and Merger Sub shall not be obligated to take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (y) control 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 Transactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. (d) Each of the 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 person, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company or their outside counsel shall have its Subsidiaries the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation effectiveness of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) 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”. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor its Affiliates shall be required (and the Company shall not agree to any of the following without the express written consent of Parent): (A) to offer, agree or consent to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or the Company or any of their respective Affiliates; (B) to offer, agree or consent to any changes (including through a licensing arrangement) to or restriction on (including any access or other requirements), or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity securities or other ownership interests of the Company; or (C) to contest, defend or appeal any Action brought by a Governmental Authority against such party which seeks to prohibit, prevent or restrict the Transactions or (ii) to commit to or effect any action that is not conditioned upon consummation of on the MergerClosing occurring. In no event shall Parent, Merger Sub or their respective Affiliates be required to agree to obtain prior approval or other approval from a Governmental Authority, or submit a notification or otherwise notify a Governmental Authority, prior to consummating any future transaction (other than the transactions contemplated by this Agreement).