Common use of Filings and Approvals Clause in Contracts

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to 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 in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as may be prohibited by any Governmental Body or by any Applicable Law, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, the The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any third party and/or any Governmental BodiesBody, (ii) including under the delivery of required notices toAntitrust Laws, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer Mergers and the Merger and to fully carry out the purposes of other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) the date that is 15 business days after the date hereofof this Agreement, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger Mergers and the other transactions contemplated by this Agreement and shall Agreement; (ii) use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (iiiii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iiiiv) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, Agreement as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; and (ivv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger Mergers and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger Mergers and the other transactions contemplated by this Agreement; , (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; , and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agreerespect thereto. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger Mergers and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party as “outside counsel only”party. In addition, except as may be prohibited by any Governmental Body or by any Applicable applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating anything to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider contrary in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity neither Parent nor any of its Subsidiaries shall have any obligation to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make enter into any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trusttrust or other agreement that would require (i) the divestiture, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or any of their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or any of their respective Subsidiaries and Subsidiaries, or (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or the Company or any of their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (fe) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Offer, the Merger Mergers and the other transactions contemplated by this Agreement and such litigation, action or Proceeding proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent Parent, Merger Sub and Purchaser Merger LLC shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger Mergers and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, the The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any third party and/or any Governmental BodiesBody, (ii) including under the delivery of required notices toAntitrust Laws, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer Mergers and the Merger and to fully carry out the purposes of other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) the date that is 10 business days after the date hereofof this Agreement, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger Mergers and the other transactions contemplated by this Agreement and shall Agreement; (ii) use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (iiiii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iiiiv) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, Agreement as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; (ivv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger Mergers and the other transactions contemplated by this Agreement; and (vvi) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvalsor approval, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger Mergers and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. ; provided, further, that, subject to the obligations of Parent set forth in Sections 6.1(d) and 6.1(e), the Company and its Subsidiaries shall pay all filing fees payable only be permitted to take or commit to take any such action, or agree to any Governmental Body under the HSR Act and other applicable Antitrust Lawssuch condition or restriction, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebyprior written consent of Parent. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger Mergers and the other transactions contemplated by this Agreement; , (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; , (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications with respect thereto and (iv) enter or consent to pull and re-file any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or notice under the HSR Act waiting period only if the other parties agree. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger Mergers and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party as “outside counsel only”party. In addition, except as may be prohibited by any Governmental Body or by any Applicable applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary use its reasonable best efforts to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger Mergers and the other transactions contemplated by this Agreement as soon as reasonably practicable (and in any event no later than three (3) business days prior to the End Date), including without limitation (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the divestiture, sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; ) (provided, however, however that any such action may may, at the discretion of the Company, be conditioned upon consummation of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement). Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any clearance, consent, approval or waiver hereunder from any Governmental Body, neither Parent nor any of its Affiliates shall be obligated to, and neither the Company nor any of its Affiliates shall without the prior written consent of Parent, take or consent to any actions described in clauses (i) through (iii) of the first sentence of this Section 6.1(d), except that Parent acknowledges that its reasonable best efforts under Section 6.1(b) include an obligation that Parent take actions described in clauses (i) through (iii) of the first sentence of this Section 6.1(d) (each a “Divestiture Action”) so long as may (A) the assets, businesses, product lines or interests therein that would be necessary the subject of such Divestiture Action collectively produced, or required, were used in the production of or contributed to avoid the entry production of, annual revenue (based on gross fiscal 2014 revenue of either or both of Parent and its Affiliates, on the one hand, or the Company and its Affiliates, on the other hand) in an amount that is less than $70,000,000 in the aggregate (the “Consent Cap”) and (B) such Divestiture Action is required or imposed by a Governmental Body to effect permit the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger Mergers and the other transactions contemplated by this AgreementAgreement under applicable Antitrust Laws. Parent shall, subject to the Consent Cap, propose, negotiate, offer to commit to and effect (and if such offer is accepted, commit to ensure that no Governmental Body with the authority to clearand effect), authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do such Divestiture Action so as promptly to enable the Closing to occur as practicable soon as reasonably possible (and in any event no later than three (3) business days prior to the End Date). Parent shall have the sole and exclusive right to propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwise, any and all Divestiture Actions or otherwise offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Divestiture Action as may be required to resolve any Governmental Body’s objections to the Mergers or the other transactions contemplated by this Agreement; provided, however, that nothing contained Parent shall consider in this Agreement requires Parent or good faith the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines views of the Company or any of and its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action counsel in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Actionconnection therewith. (fe) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Offer, the Merger Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or Proceeding proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, Parent subject to the restrictions and Purchaser limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall take any and all action use their reasonable best efforts to resolve any such litigation, action or Proceeding proceeding and each of the Company, Parent Parent, Merger Sub and Purchaser Merger LLC shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger Mergers and the other transactions contemplated by this Agreement. (f) None of Parent, Merger Sub or Merger LLC shall, nor shall they permit their respective Subsidiaries to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to the Mergers and the other transactions contemplated by this Agreement; provided, that nothing in this Section 6.1(f) shall prevent Parent or its Subsidiaries from making capital expenditures in the ordinary course of business.

Filings and Approvals. (a) Subject Immediately following execution of this Agreement the Parties shall proceed expeditiously and in good faith to make such filings, seek such approvals and take all such other actions as may be reasonably necessary to satisfy the conditions to Closing, including, without limitation, making any filings required to be made pursuant to the terms HSR Act and conditions of this Agreementfilings to be made with the NASD, promptly, but in each case no later than January 16, 2007. In connection with any filings made pursuant to the HSR Act, the Company Parties agree to elect to seek early termination of the applicable waiting period. Any and all filing fees in respect of filings under the HSR Act shall be split equally between Parent and Bancorp. Each Party shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate consult with the other parties in doing, Party with respect to the obtaining of all things necessary, proper material Consents of all Governmental Authorities necessary or advisable under Applicable Law to consummate the transactions contemplated by this Agreement to the extent reasonably practicable, and each Party shall keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated by this Agreement. Each Party shall, including (i) upon request, furnish the obtaining of other Party with all necessary actions or non-actionsinformation concerning itself, waiversits subsidiaries, consents directors, officers and approvals from Governmental Bodies shareholders and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps other matters as may be reasonably necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts or advisable in so doing) to obtain an approval connection with any filing, notice or waiver from, application made by or to avoid an action on behalf of such other Party or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit subsidiaries to any third party or Governmental Authority; provided, however, in the payment of event that information is required regarding any feeindividual person, penalty or other consideration or make such information need not be provided to any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments Party. The Company shall use commercially reasonable efforts to obtain all necessary to consummate the Offer and the Merger and to fully carry out the purposes of this AgreementConsents required hereunder. (b) In furtherance and not in limitation of To the foregoingextent required under Parent’s Rights Agreement, each of the Company and Parent (and their respective Affiliatesdated July 30, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods1996, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice amended (the “DOJRights Plan”) ), or applicable state law, and without limiting the Federal Trade Commission (standstill agreement set forth in the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Registration Rights Agreement, as well as any information required Parent’s Board of Directors shall take all actions reasonably necessary to be submitted to comply withapprove for all purposes the ownership by Bancorp, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause together with its Affiliates to takeand Associates, all reasonable actions and steps requested of Parent Common Stock representing 24.99% or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: (i) give the other parties prompt notice less of the making or commencement Voting Power of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as may be prohibited by any Governmental Body or by any Applicable Law, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their commercially reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable Law to consummate the transactions contemplated by this Agreement, and Legal Requirements to consummate and make effective the Offer and the Transactions as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations Body in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer and the Merger and to fully carry out the purposes of this AgreementTransactions. (b) In furtherance and not in limitation of the foregoing, each of the Company Company, Parent and Parent Purchaser (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than September 20, 2013 (or such later date that the Company and Parent may mutually agree to), file (and in any event the Company shall file within five (5) business days after Parent files (or, if the date hereoffifth day is a Saturday or Sunday, file the next subsequent business day)) any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, Offer and the Merger and the other transactions contemplated by this Agreement hereby; and shall use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; , (iviii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the OfferTransactions, the Merger and the other transactions contemplated by this Agreement; and (viv) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this AgreementTransactions; provided that the Company and its Subsidiaries Acquired Corporations will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries Acquired Corporations only in the event the Closing occurs. Parent ; provided, further that, subject to the requirements set forth in Section 6.1(d), the Acquired Corporations shall pay all filing fees payable only be permitted to take or commit to take any such action, or agree to any Governmental Body under the HSR Act and other applicable Antitrust Lawssuch condition or restriction, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebyprior written consent of Parent. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferTransactions, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agreecommunications. Subject to Applicable LawLegal Requirements relating to the sharing of information, Parent shall have the right to direct all matters with respect to the FTC and DOJ hereunder (including to direct the parties to pull and refile any notice under the HSR Act, in advance which event the Company shall pull and refile any such notice), consistent with its obligations hereunder. Parent and the Company shall have the right to review in advance, and to the extent practicable, practicable each of Parent or the Company, as the case may be, will consult the other on on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger Offer and the other transactions contemplated by this Agreement Transactions (including the Offer Documents) and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that with respect to any documents or materials required to be filed under the HSR Act, or other laws of any other applicable jurisdiction that contain information that is confidential or proprietary to the providing party (including any so called 4(c) or 4(d) documents), such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party; and provided further that, the individuals acting as outside antitrust counsel for Company may redact from such information any information related to Company’s transaction process, including third party as “outside counsel only”bidders, third party offers, financial advice and the value of the Transaction. In addition, except as may be prohibited by any Governmental Body or by any Applicable LawLegal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoingNothing in this Section 6.1 or elsewhere in this Agreement shall require, or be construed to require, Parent shall be entitled or any of its Affiliates (i) to direct agree, consent or commit to any divestitures or licenses or other undertakings or to proffer to, or agree or consent to, hold separate, sell, license, transfer or assign, before or after the antitrust defense of the OfferEffective Time, the Merger and the other transactions contemplated by this Agreement (A) any Product or any interest in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger Product (including any possible Divestiture ActionIntellectual Property Rights therein or thereto) of Parent or any of its Affiliates, as defined below), and provided that Parent shall consult with, and consider or (B) any Product or any interest in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy Product (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing Intellectual Property Rights therein or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (ethereto) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its SubsidiariesAffiliates with respect to which the Company or any such Affiliate has a Material Interest (any such Product, a “Covered Product”), (ii) to agree or consent to any changes or restrictions in the operations of any business relating to such Products of Parent or any of its SubsidiariesAffiliates or Covered Products, or (iii) to take any combination thereofother action under this Section 6.1 if the DOJ, if such action would exceed the Detriment LimitFTC or any other Governmental Body authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Offer or the Merger or otherwise challenge the Offer or the Merger, provided that Parent and its Affiliates have otherwise complied with their obligations under this Section 6.1 with respect to Products of the Company or any of its Affiliates that are not Covered Products. For purposes of this AgreementSection 6.1(d), “Material Interest” means, with respect to any Product, the “Detriment Limit” would be exceeded if the assetsright (arising out of ownership, businesses contractual rights or product lines subject otherwise) to Divestiture Action in order to obtain actions or nonactionsreceive, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation as of the Offer, the Merger and the other transactions contemplated by date of this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action a royalty or Proceeding and each other payment of twenty five percent (25%) or more of the Companynet sales, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, action revenues 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 profits resulting from sales of the Offer, Product in the Merger and the other transactions contemplated by this AgreementUnited States.

Filings and Approvals. To the extent not yet made before the date hereof, except for the China filings (a) Subject to where each Party shall bear the terms and conditions costs of this Agreementits own filing), the Company Purchaser shall make at its expense all requisite filings with the relevant Government Entities referred to in Section 10.1 within eight (8) Business Days of the date hereof and Parent shall use their reasonable best efforts promptly answer to takeany request for information from said authorities. The Seller shall and shall cause the other Designated Sellers to provide the Purchaser with all information available to it which the Purchaser may reasonably request for the purpose of preparing such filings provided, or cause however, that (x) no such information shall be required to be takenprovided by the Seller if it determines, all actions acting reasonably, that, such information is material and competitively sensitive or that the provision of such information could reasonably be expected to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate have a material adverse effect upon it if the transactions contemplated by this AgreementAgreement were not completed, including and (iy) in any such case the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies Purchaser and the making of all necessary registrations and filings (including filings Seller shall cooperate with Governmental Bodies, if any) and a view to establishing a mutually satisfactory procedure for providing such information directly to the taking of Government Entity requiring or requesting such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices toinformation, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents Seller required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by shall provide it directly to such Government Entity. The Purchaser shall inform the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, Seller on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed regular basis as to the status contents of communications with the relevant Government Entities. In particular, the Purchaser will not make any notification in relation to the transactions contemplated hereunder without first providing the Seller with a copy of such requestnotification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, inquiry, investigation, action or Proceeding; (iii) and shall consider and take account of all reasonable comments made by the Seller in this respect. The Purchaser shall promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as may be prohibited by any Governmental Body or by any Applicable Law, in connection with any such request, inquiry, investigation, action or Proceeding in respect Seller of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives satisfaction of the other party condition precedent referred to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (Section 10.1 and in any event no later than three two (32) business days prior to Business Days of becoming aware thereof. Notwithstanding the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwiseabove, the saleSeller shall make, licenseat its own expense, transfer, assignment or other disposition of assets or businesses of Parent or all requisite filings with the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action relevant Government Entities as it may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated required to by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body such Government Entities in relation with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to 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 in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained in this Section 6.1, the Company and Parent will cooperate with each other and use (and will cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and Legal Requirements to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Body or other Person in connection with the consummation of the Transactions. (b) Each party hereto shall: will (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferTransactions of which such party had knowledge, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications communications. Parent and the Company will have the right to review (ivand have their respective counsel review) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Lawin advance, in advance and to the extent practicable, practicable each of Parent or the Company, as the case may be, will consult the other on on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger Offer and the other transactions contemplated by this Agreement Transactions and shall incorporate will consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, each party hereto will (A) except as may be prohibited by any Governmental Body or by any Applicable LawLegal Requirement, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted proposed written material communication to any Governmental Body in connection with the Transactions, and (B) as circumstances reasonably permit, consult with the other party in advance of any meeting or conference with a Governmental Body relating to the Transactions and give the other party the opportunity to attend and participate in such request, inquiry, investigation, action or Proceedingmeetings and conferences. (dc) Notwithstanding the foregoingNothing in this Section 6.1 or elsewhere in this Agreement will require, or be construed to require, Parent shall be entitled to direct the antitrust defense or any of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger its Affiliates (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity Purchaser) to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing propose, negotiate, commit to or effectingeffect, by consent decree, hold separate orders, trust, order or otherwise, before or after the Effective Time, the sale, licensedivestiture, transfer, assignment licensing or other disposition of any assets or businesses of Parent or its Subsidiaries and Affiliates, or of the Company or their respective SubsidiariesAcquired Companies, (ii) terminatingotherwise take or commit to take any action that would limit the freedom of action of Parent, relinquishing, modifying, transferring, assigning, restructuringits Subsidiaries (including the Surviving Corporation and the Acquired Companies) or Affiliates with respect to, or waiving existing agreementswould limit Parent’s or its Affiliates’ ability to retain, collaborationsany of the businesses, relationships, ventures, contractual rights, obligations product lines or other arrangements assets of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective its Subsidiaries (and, including the Surviving Corporation and the Acquired Companies) in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, required to avoid the entry of, or to effect the dissolution of dismissal or vacate or lifttermination of, any orderinjunction, decree temporary restraining order or rulingother order in any Legal Proceeding, that would otherwise have or (iii) defend any Legal Proceeding challenging this Agreement or the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of other Transactions (other than the Company or defense against any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account request for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Actionpreliminary relief). (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to The Purchaser and the terms and conditions of this AgreementSeller shall, the Company and Parent shall use their reasonable best efforts to takeas promptly as practicable, file or supply, or cause to be takenfiled or supplied , all actions applications, notifications and to do, or cause information required to be done, and filed or supplied by any of them pursuant to assist and cooperate applicable Laws in connection with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate consummation of the transactions contemplated by this Agreement, including including, if necessary, those required by the Competition Act (iCanada), the EC Merger Regulation, the U.S. Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the " Antitrust Approvals" ). The Purchaser and the Seller shall each be responsible for half of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) the obtaining and, in respect of all necessary actions or non-actionsother fees, waiversthe Party obligated to pay by Law in connection with any such filings and approvals shall be solely responsible for such fees. The Purchaser and the Seller shall keep each other informed as to the status of all such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals from Governmental Bodies and of Government Entities necessary for the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation lawful consummation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts co-ordinate and cooperate in providing any information concerning their respective businesses, operations, prospects or affairs required or requested to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts be provided to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body Government Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided , however, that the Company and its Subsidiaries will only (x) no such information shall be required to take be provided by the Purchaser or commit the Seller to take any such action, or agree to any such condition or restriction, the other if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be Person required to pay any fees provide such information determines, acting reasonably, that, such information is competitively sensitive or other payments that the provision of such information could reasonably be expected to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide have a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only material adverse effect upon it if the other parties agree. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement were not completed, and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as may be prohibited by any Governmental Body or by any Applicable Law, (y) in connection with any such request, inquiry, investigation, action or Proceeding in respect of case the Offer, the Merger Purchaser and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser Seller shall cooperate with each other and use its respective reasonable best efforts a view to contest any establishing a mutually satisfactory procedure for providing such litigationinformation directly to the Government Entity requiring or requesting such information, 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 Offer, the Merger and the other transactions contemplated Person required to provide such information shall provide it directly to such Governmental Entity, unless competitively sensitive information, in which case it shall be provided directly to such Governmental Entity by this Agreementthe possessor of such information.

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, Parent, Purchaser and the Company shall cooperate with each other and Parent use (and shall use cause their respective Subsidiaries to use) reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to effective the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) hereby as promptly as reasonably practicable provide such information as may reasonably be requested by (and in any event no later than the U.S. Department End Date). Without limiting the generality of Justice the foregoing, each party to this Agreement shall (the “DOJ”and shall cause their respective Subsidiaries to) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (ivi) use reasonable best efforts to cause to be takenprepare and make all filings and obtain as soon as practicable all Consents, on a timely basis, all other actions necessary or appropriate for the purpose waivers and expirations of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and waiting periods (vif any) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by from any Governmental Body as a condition and make all registrations, declarations and filings with, or notices to, Governmental Bodies, in each case, in connection with the Offer and the Merger, that are necessary or required to granting any consent, permit, authorization, waiver, clearance and approvalsbe obtained in order to consummate the transactions contemplated hereby, and (ii) use reasonable best efforts to cause the prompt expiration give any notices to third parties specified on Schedule 6.1(a)(ii) and to obtain as soon as practicable each other Consent or termination waiver (if any) of any applicable waiting period third party (other than from any Governmental Body, which are addressed in the preceding clause (i)) specified on Schedule 6.1(a)(ii); provided, that in no event will the Company, Parent or any of their respective Subsidiaries be obligated to (and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that in no event shall the Company and or any of its Subsidiaries will only be required to take Subsidiaries, without Parent’s prior written consent) pay or commit to take pay, whether prior to or after the Offer Acceptance Time, any such actionfee, penalty or agree other consideration to any such condition third party to obtain any Consent or restriction, if such action, commitment, agreement, condition or restriction is binding on the waiver pursuant to this Section 6.1. The Company or its Subsidiaries only in the event the Closing occurs. and Parent shall pay all filing fees payable to any Governmental Body under the HSR Act will consult and other applicable Antitrust Lawscooperate with one another, and will consider in good faith the Company shall not be required to pay any fees or other payments to any Governmental Body views of one another, in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained actions described in this Section 6.1, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Lawapplicable Laws relating to the exchange of information, outside legal counsel for each party shall have the right to review in advance and and, to the extent practicable, outside legal counsel for each of Parent or the Company, as the case may be, party will consult with the other party’s outside legal counsel on and consider in good faith the views of the other party’s outside legal counsel in connection with, all of the information relating to Parent or the Company, as the case may besuch party, and any of their respective Subsidiaries Subsidiaries, that appear appears in any filing made with, with or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated hereby; provided however that such sharing of information with respect to the HSR Notification Form shall be governed by Section 6.1(c). In exercising the foregoing rights, each of the Company and Parent and their respective outside legal counsel shall act reasonably and as promptly as practicable. (b) Without limiting the generality of Section 6.1(a), each of Parent and the Company shall (i) file as promptly as practicable after the date of this Agreement (but in no event later than the tenth (10th) business day after the date hereof) and not withdraw (other than in connection with the termination of this Agreement) any notification and report forms and related material required to be filed by it with the FTC and the DOJ, as applicable, pursuant to the HSR Act, together with a request for early termination of the applicable waiting period under the HSR Act and (ii) as promptly as practicable after the date of this Agreement, make any filings required to be made by it with any Governmental Body under any other applicable Antitrust Laws, and, in any such case, shall promptly make any further filings pursuant thereto that may be necessary. (c) Subject to applicable Laws, each of Parent and the Company will promptly furnish outside legal counsel for the other party (i) all necessary information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or Governmental Body in connection with the Offer or the Merger, including in connection with the preparation of any filing or submission pursuant to the HSR Act or other Antitrust Laws, (ii) copies of any such filings or submissions, but not including the HSR Notification Form or the Item 4(c) or Item 4(d) documents filed therewith, and (iii) copies of all substantive written communications (and shall inform the other of any oral communications) between them or any of their Representatives, on the one hand, and any Governmental Body with jurisdiction over enforcement of any applicable Antitrust Laws (a “Governmental Antitrust Authority”) or members of its staff, on the other hand, in connection with this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may betransactions contemplated hereby; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as materials may be prohibited by redacted as necessary to comply with applicable Laws. Prior to making any written communications to a Governmental Body or by any Applicable Law, Antitrust Authority in connection with this Agreement and the transactions contemplated hereby, the communicating party shall provide outside legal counsel for the other party with a copy of the intended communication, outside legal counsel for the other party shall have a reasonable period of time to review and comment on the communication, and the communicating party shall consider any such requestcomments in good faith. Each party shall promptly provide to each Governmental Antitrust Authority all non-privileged information and documents that are necessary, inquiryproper or advisable to permit consummation of the transactions contemplated hereby and if Parent or the Company (or any of their respective Affiliates) receives a request for additional non-privileged information or documentary material from a Governmental Antitrust Authority that is related to the transactions contemplated hereby, investigationthen such party shall endeavor in good faith to make, action or Proceeding cause to be made, after consultation with the other party, an appropriate response to such request and shall supply as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to applicable Law. No party shall participate in any meeting or engage in any substantive conversation with any Governmental Antitrust Authority in respect of any filings, investigation (including any settlement of the Offerinvestigation), litigation, proceeding or other inquiry relating to the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of hereby without consulting with the other party to be present at each in advance, giving the other party prior notice of the meeting or conference relating to conversation and, unless prohibited by such request, inquiry, investigation, action Governmental Antitrust Authority or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offerapplicable Law, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defenseattend or participate. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, each of Parent agrees and the Company shall use reasonable best efforts to take promptly resolve any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws objections that may be asserted with respect to the transactions contemplated hereby under any Antitrust Law as promptly as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Parent shall not have any obligation to proffer to, or agree or consent to (or to cause any of its Subsidiaries or Affiliates or the Company (including, after the Effective Time, the Surviving Corporation) or its Subsidiaries or Affiliates to proffer to, or agree or consent to) (i) sell, license, lease, transfer, divest, dispose of or otherwise encumber or hold separate any entities, assets, licenses, operations, rights, product lines, Intellectual Property or businesses or interests of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates, (ii) terminate, amend or assign any existing relationships or contractual rights or obligations of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates, (iii) change or modify any course of conduct regarding future operations or agree to any changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any of the assets, licenses, operations, rights, product lines, Intellectual Property, or businesses or interests of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates, or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Company (including, after the Effective Time, the Surviving Corporation), (iv) otherwise take any action that would limit the freedom of action of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates with respect to, or the ability of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates to retain, one or more of the businesses, assets or rights or interests of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates; or (v) commit or agree to take any such action in the foregoing clauses (i), (ii), (iii) or (iv), or consent to the Company’s or any of the Company’s Subsidiaries or Affiliates taking any of the foregoing actions, whether before or after the Offer Acceptance Time. For the avoidance of doubt, Parent shall not require the Company to, and the Company shall not be required by to, take any action with respect to any Order or any applicable Law unless contingent upon the occurrence of the transactions contemplated hereby. With respect to any Governmental BodyBody in connection with the transactions contemplated hereby, so as neither the Company nor its Subsidiaries shall, without Parent’s prior written consent in Parent’s sole discretion, discuss or commit to enable any action referred to in clauses (i) through (iv) above. (e) Nothing in this Agreement shall require, or be construed to require, Parent or any of its Affiliates to take any other action under this Section 6.1 if the parties DOJ or the FTC authorizes its staff to seek a preliminary injunction or restraining order to enjoin the consummation of the Transactions. (f) No party hereto shall take any action that is intended to or would reasonably be expected to adversely affect or materially delay its ability or the ability of any other party hereto to perform its covenants and agreements under this Agreement or to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.2, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their commercially reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable Law this Agreement, and Legal Requirements to consummate and make effective the Offer and the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Body in order to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies Offer and the making of all necessary registrations and filings (including filings with Governmental BodiesTransactions; provided, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent waivers and consents, the Company shall not agree to any change to such Contracts that would be adverse to the interest of the Company, its Subsidiaries or, after the Merger, Parent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company Company, Parent and Parent Purchaser (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereofFebruary 6, 2012, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, Offer and the Merger and the other transactions contemplated by this Agreement hereby; and shall use commercially reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; and (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws the GWB (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions as well as any information required to be submitted to comply with, or a statement of reasons for noncompliance with, a request for additional information in order to commence or end a statutory waiting period; , (iv) use commercially reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the OfferTransactions, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this AgreementTransactions; provided that the Company and its Subsidiaries Acquired Corporations will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries Acquired Corporations only in the event the Closing occurs. Parent ; provided, further that the Acquired Corporations shall pay all filing fees payable only be permitted to take or commit to take any such action, or agree to any Governmental Body under the HSR Act and other applicable Antitrust Lawssuch condition or restriction, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebyprior written consent of Parent. (c) Without limiting the generality of anything contained in this Section 6.16.2, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferTransactions, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; , (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications and (iv) enter or consent to pull and refile any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or notice under the HSR Act waiting period only if the other parties agree. Subject to Applicable LawLegal Requirements relating to the sharing of information, Parent and the Company shall have the right to review in advance advance, and to the extent practicable, practicable each of Parent or the Company, as the case may be, will consult the other on on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger Offer and the other transactions contemplated by this Agreement Transactions (including the Offer Documents and the Proxy Statement) and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that with respect to any documents or materials required to be filed under the HSR Act or the GWB, or other laws of any other applicable jurisdiction that contain information that is confidential or proprietary to the providing party (including any so called 4(c) or 4(d) documents), such party shall not be required to provide such information to the other party and may submit such information directly to the third party and/or Governmental Body; provided, further, that if review of any information would be material in connection with any second request (or similar process outside of the United States) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party as “outside counsel only”party. In addition, except as may be prohibited by any Governmental Body or by any Applicable LawLegal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoingNothing in this Section 6.2 shall require, or be construed to require, Parent shall be entitled to direct agree to commit to any divestitures or licenses or to proffer to, or agree to, sell or hold separate and agree to sell, before or after the antitrust defense of the OfferEffective Time, the Merger and the other transactions contemplated by this Agreement any assets, businesses, or interest in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective SubsidiariesParent, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiariestheir respective Affiliates (or to consent to any sale or license, or agreement to sell or license by the Company, of Parent or any of its Subsidiaries, assets or businesses) or to agree to any combination thereof, if changes or restrictions in the operations of any such assets or businesses in each case to the extent such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seekto, to prevent consummation individually or in the aggregate, (x) restrict in any material respect or otherwise negatively and materially impact the operation or ownership by Parent, the Surviving Corporation, the Company and/or any of their respective Subsidiaries or Affiliates of the OfferShares, the Merger businesses or assets of the Surviving Corporation, the Company and/or their Subsidiaries, taken as a whole or (y) restrict in any material respect or otherwise negatively and materially impact the other transactions contemplated by this Agreementoperations, businesses or assets of Parent and Purchaser its Affiliates (excluding the Company and its Subsidiaries), taken as a whole (it being agreed and understood that materiality for purposes of this clause (y) shall take any be determined assuming Parent and all action to resolve any such litigationits Affiliates, action or Proceeding and each taken as a whole, were the size of the CompanyCompany and its Subsidiaries, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreementtaken as a whole).

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 5.6, the Company Parties shall cooperate with each other and Parent use (and shall use cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, Permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any third party and/or any Governmental BodiesEntity, (ii) including without limitation under the delivery of required notices toAntitrust Laws, in order to consummate the transactions contemplated by this Agreement and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries otherwise comply with all applicable Laws. Buyer shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract pay all filing fees in connection with obtaining any consent without the prior written consent performance of Parent, the Parties under this Section 5.6 (fifty percent (50%) of which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreementshall be a Transaction Expense). (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent Parties (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereofJuly 30, 2021, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement Agreement; and shall use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR ActAct (including seeking to obtain early termination of the waiting periods thereunder); (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permitsPermits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body Entity as a condition to granting any consent, permitPermit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Entities of any other jurisdiction for which consents, permitsPermits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided provided, that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or and its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained in this Section 6.15.6, each party hereto shall: Party shall (i) give the other parties Parties prompt notice of the making or commencement of any request, inquirylitigation, investigationhearing, action examination or Proceeding by or before any Governmental Body Action with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; , (ii) keep the other parties Parties reasonably informed as to the status of any such request, inquirylitigation, investigationhearing, action examination or Proceeding; Action and (iii) promptly inform the other parties Parties of any communication to or from the FTC, DOJ or any other Governmental Body Entity to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquirylitigation, investigationhearing, action examination or ProceedingAction, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agreecommunications. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent Buyer or the Company, as the case may be, will consult the other on all the information relating to Parent Buyer or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent Buyer or the Company, as the case may be; and provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other Parties provided that such counsel shall not disclose such information to such other parties if the information is designated by Parties and shall enter into a joint defense agreement with the providing party as “outside counsel only”Party. In addition, except as may be prohibited by any Governmental Body Entity or by any Applicable applicable Law, in connection with any such request, inquirylitigation, investigationhearing, action examination or Proceeding in Action with respect of to the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto Party will permit and give advanced notice to authorized Representatives representatives of the other party Party to be present at each meeting meeting, conference or conference teleconference relating to such request, inquirylitigation, investigationhearing, action examination or Proceeding Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body Entity in connection with such request, inquirylitigation, investigationhearing, action examination or Proceeding. (d) Notwithstanding Action. Buyer shall control the foregoingstrategy for securing any required approvals and clearances under any Antitrust Law; provided, Parent however, that Buyer shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, of the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken and its counsel in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parentconnection therewith. (ed) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary Buyer shall use its reasonable best efforts to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental BodyEntity, so as to enable the parties Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days Business Days prior to the End Outside Date), including and to ensure that no Governmental Entity with the authority to clear, authorize or otherwise approve consummation of the transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) Business Days prior to the Outside Date; provided, however, that in the exercise of its reasonable best efforts, Buyer is not required to undertake any of the following efforts: (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent Buyer or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent Buyer or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent Buyer or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body Entity 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action). (fe) In the event that any litigation or other administrative or judicial action or Proceeding Action is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser Buyer shall take any and all action to resolve contest any such litigation, action or Proceeding proceeding and each of the Company, Parent Company and Purchaser Buyer shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement. (f) Buyer shall not, and Buyer shall not permit any of its Subsidiaries or Affiliates to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition, would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to any of the transactions contemplated by this Agreement. (g) Following the date hereof, the Company shall use commercially reasonable efforts to obtain the consent or waiver of each of the counterparties to the Significant Contracts set forth on Section 5.6(g) Section 3.16 of the Company Disclosure Schedule that are required as a result of the transactions contemplated by this Agreement, with such consents in a form and substance reasonably acceptable to Buyer.

Filings and Approvals. (a) Subject to Without limiting the terms generality of anything contained in this Section 6.2, Parent, Purchaser and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to take, or cause all Offer Conditions to be taken, all actions satisfied on a timely basis (to the extent the satisfaction of such Offer Conditions is within such party’s direct or indirect control) and to do, or cause Purchaser to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit purchase Shares pursuant to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without Offer on the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreementearliest possible date. (b) In furtherance and not in limitation of the foregoing, each of Parent, Purchaser and the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five ten (510) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement Transactions; and shall use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; Act with respect to the Transactions, (ii) promptly make provide all filings, information and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be documentary material requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the OfferTransactions, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iviii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the OfferTransactions. (c) Notwithstanding the other provisions of this Section 6.2 or any other provision of this Agreement, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination best efforts of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company party hereto shall not be required deemed to pay include, and no party shall be obligated to, (i) enter into any fees settlement, undertaking, consent decree, stipulation or other payments to agreement with any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby, (ii) litigate, challenge or take any other action with respect to any action or proceeding by any Governmental Body or (iii) divest, license, hold separate (including by establishing a trust or otherwise), transfer or dispose of, before or after the Closing, any assets, operations, rights, product lines, businesses or interest therein (or otherwise agree to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. The Acquired Corporations shall not take, or agree to take, any of the actions referred to in the preceding sentence without the prior written consent of Parent. (cd) Without limiting the generality of anything contained in this Section 6.16.2, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferTransactions, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; , and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body regarding the Transactions. Each party hereto shall promptly furnish to the extent other party, subject to an appropriate confidentiality agreement, to limit disclosure to counsel and outside consultants, with copies of all documents provided to or received from any Governmental Body regarding the Offer, the Merger Transactions. Each party hereto will consult and cooperate with the other transactions contemplated by this Agreementparties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or regarding proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as may be prohibited by any Governmental Body or by any Applicable LawLegal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, Parent, Purchaser and the Company shall cooperate with each other and Parent use (and shall use cause their respective Subsidiaries to use) reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to effective the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) hereby as promptly as reasonably practicable provide such information as may reasonably be requested by (and in any event no later than the U.S. Department End Date). Without limiting the generality of Justice the foregoing, each party to this Agreement shall (the “DOJ”and shall cause their respective Subsidiaries to) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (ivi) use reasonable best efforts to cause to be takenprepare and make all filings and obtain as soon as practicable all Consents, on a timely basis, all other actions necessary or appropriate for the purpose waivers and expirations of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and waiting periods (vif any) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by from any Governmental Body as a condition and make all registrations, declarations and filings with, or notices to, Governmental Bodies, in each case, in connection with the Offer and the Merger, that are necessary or required to granting any consent, permit, authorization, waiver, clearance and approvalsbe obtained in order to consummate the transactions contemplated hereby, and (ii) use reasonable best efforts to cause the prompt expiration give any notices to third parties specified on Schedule 6.1(a)(ii) and to obtain as soon as practicable each other Consent or termination waiver (if any) of any applicable waiting period third party (other than from any Governmental Body, which are addressed in the preceding clause (i)) specified on Schedule 6.1(a)(ii); provided, that in no event will the Company, Parent or any of their respective Subsidiaries be obligated to (and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that in no event shall the Company and or any of its Subsidiaries will only be required to take Subsidiaries, without Parent’s prior written consent) pay or commit to take pay, whether prior to or after the Offer Acceptance Time, any such actionfee, penalty or agree other consideration to any such condition third party to obtain any Consent or restriction, if such action, commitment, agreement, condition or restriction is binding on the waiver pursuant to this Section 6.1. The Company or its Subsidiaries only in the event the Closing occurs. and Parent shall pay all filing fees payable to any Governmental Body under the HSR Act will consult and other applicable Antitrust Lawscooperate with one another, and will consider in good faith the Company shall not be required to pay any fees or other payments to any Governmental Body views of one another, in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained actions described in this Section 6.1, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Lawapplicable Laws relating to the exchange of information, outside legal counsel for each party shall have the right to review in advance and and, to the extent practicable, outside legal counsel for each of Parent or the Company, as the case may be, party will consult with the other party’s outside legal counsel on and consider in good faith the views of the other party’s outside legal counsel in connection with all of the information relating to Parent or the Company, as the case may besuch party, and any of their respective Subsidiaries Subsidiaries, that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated hereby; provided however that such sharing of information with respect to the HSR Notification Form shall be governed by Section 6.1(c). In exercising the foregoing rights, each of the Company and Parent and their respective outside legal counsel shall act reasonably and as promptly as practicable. (b) Without limiting the generality of Section 6.1(a), each of Parent and the Company shall (i) file as promptly as practicable after the date of this Agreement (but in no event later than the tenth (10th) business day after the date hereof) and not withdraw (other than in connection with the termination of this Agreement) any notification and report forms and related material required to be filed by it with the FTC and the DOJ, as applicable, pursuant to the HSR Act, together with a request for early termination of the applicable waiting period under the HSR Act and (ii) as promptly as practicable after the date of this Agreement, make any filings required to be made by it with any Governmental Body under any other applicable Antitrust Laws, and, in any such case, shall promptly make any further filings pursuant thereto that may be necessary. (c) Subject to applicable Laws, each of Parent and the Company will promptly furnish outside legal counsel for the other party (i) all necessary information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or Governmental Body in connection with the Offer or the Merger, including in connection with the preparation of any filing or submission pursuant to the HSR Act or other Antitrust Laws, (ii) copies of any such filings or submissions, but not including the HSR Notification Form or the Item 4(c) or Item 4(d) documents filed therewith, and (iii) copies of all substantive written communications (and shall inform the other of any oral communications) between them or any of their Representatives, on the one hand, and any Governmental Body with jurisdiction over enforcement of any applicable Antitrust Laws (a “Governmental Antitrust Authority”) or members of its staff, on the other hand, in connection with this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may betransactions contemplated hereby; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as materials may be prohibited by redacted as necessary to comply with applicable Laws. Prior to making any written communications to a Governmental Body or by any Applicable Law, Antitrust Authority in connection with this Agreement and the transactions contemplated hereby, the communicating party shall provide outside legal counsel for the other party with a copy of the intended communication, outside legal counsel for the other party shall have a reasonable period of time to review and comment on the communication, and the communicating party shall consider any such requestcomments in good faith. Each party shall promptly provide to each Governmental Antitrust Authority all non-privileged information and documents that are necessary, inquiryproper or advisable to permit consummation of the transactions contemplated hereby and if Parent or the Company (or any of their respective Affiliates) receives a request for additional non-privileged information or documentary material from a Governmental Antitrust Authority that is related to the transactions contemplated hereby, investigationthen such party shall endeavor in good faith to make, action or Proceeding cause to be made, after consultation with the other party, an appropriate response to such request and shall supply as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to applicable Law. No party shall participate in any meeting or engage in any substantive conversation with any Governmental Antitrust Authority in respect of any filings, investigation (including any settlement of the Offerinvestigation), litigation, proceeding or other inquiry relating to the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of hereby without consulting with the other party to be present at each in advance, giving the other party prior notice of the meeting or conference relating to conversation and, unless prohibited by such request, inquiry, investigation, action Governmental Antitrust Authority or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offerapplicable Law, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defenseattend or participate. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, each of Parent agrees and the Company shall use reasonable best efforts to take promptly resolve any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws objections that may be asserted with respect to the transactions contemplated hereby under any Antitrust Law as promptly as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Parent shall not have any obligation to proffer to, or agree or consent to (or to cause any of its Subsidiaries or Affiliates or the Company (including, after the Effective Time, the Surviving Corporation) or its Subsidiaries or Affiliates to proffer to, or agree or consent to) (i) sell, license, lease, transfer, divest, dispose of or otherwise encumber or hold separate any entities, assets, licenses, operations, rights, product lines, Intellectual Property or businesses or interests of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates, (ii) terminate, amend or assign any existing relationships or contractual rights or obligations of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates, (iii) change or modify any course of conduct regarding future operations or agree to any changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any of the assets, licenses, operations, rights, product lines, Intellectual Property, or businesses or interests of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates, or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Company (including, after the Effective Time, the Surviving Corporation), (iv) otherwise take any action that would limit the freedom of action of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates with respect to, or the ability of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates to retain, one or more of the businesses, assets or rights or interests of Parent, the Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates; or (v) commit or agree to take any such action in the foregoing clauses (i), (ii), (iii) or (iv), or consent to the Company’s or any of the Company’s Subsidiaries or Affiliates taking any of the foregoing actions, whether before or after the Offer Acceptance Time. For the avoidance of doubt, Parent shall not require the Company to, and the Company shall not be required by to, take any action with respect to any Order or any applicable Law unless contingent upon the occurrence of the transactions contemplated hereby. With respect to any Governmental BodyBody in connection with the transactions contemplated hereby, so as neither the Company nor its Subsidiaries shall, without Parent’s prior written consent in Parent’s sole discretion, discuss or commit to enable any action referred to in clauses (i) through (iv) above. (e) Nothing in this Agreement shall require, or be construed to require, Parent or any of its Affiliates to take any other action under this Section 6.1 if the parties DOJ or the FTC authorizes its staff to seek a preliminary injunction or restraining order to enjoin the consummation of the Transactions. (f) No party hereto shall take any action that is intended to or would reasonably be expected to adversely affect or materially delay its ability or the ability of any other party hereto to perform its covenants and agreements under this Agreement or to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, the The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any third party and/or any Governmental BodiesBody, (ii) including under the delivery of required notices toAntitrust Laws, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer Mergers and the Merger and to fully carry out the purposes of other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) the date that is 10 business days after the date hereofof this Agreement, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger Mergers and the other transactions contemplated by this Agreement and shall Agreement; (ii) use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (iiiii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iiiiv) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, Agreement as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; (ivv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger Mergers and the other transactions contemplated by this Agreement; and (vvi) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvalsor approval, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger Mergers and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. ; provided, further, that, subject to the obligations of Parent set forth in Sections 6.1(d) and 6.1(e), the Company and its Subsidiaries shall pay all filing fees payable only be permitted to take or commit to take any such action, or agree to any Governmental Body under the HSR Act and other applicable Antitrust Lawssuch condition or restriction, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebyprior written consent of Parent. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger Mergers and the other transactions contemplated by this Agreement; , (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; , (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications with respect thereto and (iv) enter or consent to pull and re-file any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or notice under the HSR Act waiting period only if the other parties agree. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger Mergers and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party as “outside counsel only”party. In addition, except as may be prohibited by any Governmental Body or by any Applicable applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary use its reasonable best efforts to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger Mergers and the other transactions contemplated by this Agreement as soon as reasonably practicable (and in any event 50 no later than three (3) business days prior to the End Date), including without limitation (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the divestiture, sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; ) (provided, however, however that any such action may may, at the discretion of the Company, be conditioned upon consummation of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement). Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any clearance, consent, approval or waiver hereunder from any Governmental Body, neither Parent nor any of its Affiliates shall be obligated to, and neither the Company nor any of its Affiliates shall without the prior written consent of Parent, take or consent to any actions described in clauses (i) through (iii) of the first sentence of this Section 6.1(d), except that Parent acknowledges that its reasonable best efforts under Section 6.1(b) include an obligation that Parent take actions described in clauses (i) through (iii) of the first sentence of this Section 6.1(d) (each a “Divestiture Action”) so long as may (A) the assets, businesses, product lines or interests therein that would be necessary the subject of such Divestiture Action collectively produced, or required, were used in the production of or contributed to avoid the entry production of, annual revenue (based on gross fiscal 2014 revenue of either or both of Parent and its Affiliates, on the one hand, or the Company and its Affiliates, on the other hand) in an amount that is less than $70,000,000 in the aggregate (the “Consent Cap”) and (B) such Divestiture Action is required or imposed by a Governmental Body to effect permit the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger Mergers and the other transactions contemplated by this AgreementAgreement under applicable Antitrust Laws. Parent shall, subject to the Consent Cap, propose, negotiate, offer to commit to and effect (and if such offer is accepted, commit to ensure that no Governmental Body with the authority to clearand effect), authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do such Divestiture Action so as promptly to enable the Closing to occur as practicable soon as reasonably possible (and in any event no later than three (3) business days prior to the End Date). Parent shall have the sole and exclusive right to propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwise, any and all Divestiture Actions or otherwise offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Divestiture Action as may be required to resolve any Governmental Body’s objections to the Mergers or the other transactions contemplated by this Agreement; provided, however, that nothing contained Parent shall consider in this Agreement requires Parent or good faith the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines views of the Company or any of and its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action counsel in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Actionconnection therewith. (fe) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Offer, the Merger Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or Proceeding proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger Mergers and the other transactions contemplated by this Agreement, Parent subject to the restrictions and Purchaser limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall take any and all action use their reasonable best efforts to resolve any such litigation, action or Proceeding proceeding and each of the Company, Parent Parent, Merger Sub and Purchaser Merger LLC shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger Mergers and the other transactions contemplated by this Agreement. (f) None of Parent, Merger Sub or Merger LLC shall, nor shall they permit their respective Subsidiaries to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to the Mergers and the other transactions contemplated by this Agreement; provided, that nothing in this Section 6.1(f) shall prevent Parent or its Subsidiaries from making capital expenditures in the ordinary course of business.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.7, each of the Sellers, the Company and Parent Purchaser shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, and in no event later than the Outside Date, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver fromadvisable to be obtained from any third party (including, or without limitation, with respect to avoid an action or proceeding by, obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental BodiesAuthority, (ii) including without limitation under the delivery of required notices toAntitrust Laws, and in order to consummate the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract Antitrust Laws in connection with obtaining any consent without the prior written consent performance of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of Parties under this AgreementSection 6.7. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent Purchaser (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereofApril 20, 2015, file any and all notices, reports and other documents required to be filed by such party Party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement Agreement; and shall use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body Authority in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company Group and its their respective Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Group and their respective Subsidiaries only in the event the Closing occurs. Parent ; provided, further, that, subject to the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective Subsidiaries shall pay all filing fees payable only be permitted to take or commit to take any such action, or agree to any Governmental Body under the HSR Act and other applicable Antitrust Lawssuch condition or restriction, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebyprior written consent of Purchaser. (c) Without limiting the generality of anything contained in this Section 6.16.7, each party Party hereto shall: shall (i) give the other parties Parties prompt notice of the making or commencement of any request, inquirylitigation, investigationhearing, action examination or Proceeding by or before any Governmental Body Action with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; , (ii) keep the other parties Parties reasonably informed as to the status of any such request, inquirylitigation, investigationhearing, action examination or Proceeding; Action, (iii) promptly inform the other parties Parties of any communication to or from the FTC, DOJ or any other Governmental Body Authority to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquirylitigation, investigationhearing, action examination or ProceedingAction, and provide a copy of all written communications and (iv) enter or consent to pull and re-file any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or notice under the HSR Act waiting period only if the other parties agree. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as may be prohibited by any Governmental Body or by any Applicable Law, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.Parties

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any third party and/or any Governmental BodiesBody, (ii) including without limitation under the delivery of required notices toAntitrust Laws, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer and Offer, the Merger and to fully carry out the purposes of other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) (x) promptly, but in no event later than five (5) business days after the date hereofMay 12, 2015, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement Agreement, and shall (y) use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided . Notwithstanding the foregoing, (I) the parties agree that it is Parent’s sole right to devise and implement the Company strategy for all filings, submissions, notifications and its Subsidiaries will only be required communications subject to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay this Section 6.1 and direct all filing fees payable to matters with any Governmental Body under the HSR Act consistent with Parent’s obligations hereunder and other applicable Antitrust Laws, (II) Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.1 as “Counsel Only Material”, which such material and the information contained therein shall be given only to the in house and outside counsel of the recipient and will not be required disclosed by such outside counsel to pay any fees employees, officers or other payments to any Governmental Body directors of the recipient unless express permission is obtained in connection with any filings under advance from the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with source of the Offer, the Merger materials (Parent or the other transactions contemplated herebyCompany, as the case may be) or its legal counsel. (c) Without limiting the generality of anything contained in this Section 6.1, but subject to Parent’s rights under clause (I) of the preceding paragraph (a), each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; , (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications communications, provided that Parent shall control any decisions and (iv) enter or consent determine whether to pull and re-file any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or notice under the HSR Act waiting period only if the other parties agreeAct. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party as “outside counsel only”party. In addition, except as may be prohibited by any Governmental Body or by any Applicable applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action use reasonable best efforts to resolve any such litigation, action or Proceeding proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, with respect to the matters set forth in this Section 6.1, (x) none of Parent, Purchaser or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of the assets or business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of assets or business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries (any of the foregoing, a “Burdensome Condition”); (y) the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs; and (z) subject to the obligations of Parent set forth in this Section 6.1, the Company and its Subsidiaries shall only be permitted to take or commit to take any such action, or agree to any such condition or restriction, with the prior written consent of Parent and, if requested by Parent, subject to clause (y), the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order. (f) Notwithstanding anything else contained in this Agreement, during the term of this Agreement, neither the Company nor any of its Affiliates or any of their respective representatives shall cooperate with any Third Party to obtain any governmental approvals or clearances (including under any Antitrust Law) with respect to any Acquisition Proposal. (g) No party hereto shall take any action that is intended to or would reasonably be expected to adversely affect or materially delay its ability or the ability of any other party hereto to perform its covenants and agreements under this Agreement or to consummate the Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable Law this Agreement and Legal Requirements to consummate and make effective the transactions contemplated by this AgreementTransactions as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any Governmental BodiesBody or other Person in connection with the consummation of the Transactions, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five the date that is ten (510) business days Business Days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, Offer and the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filingsTransactions, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; . The Company shall promptly, but in no event later than the date that is five (iv5) use reasonable best efforts calendar days after the date hereof, provide ICANN advance notice of the Transactions and the related “Change of Control” pursuant to cause to be takenSection 7.5 of the registry agreements between ICANN, on a timely basisthe one hand, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the Acquired Companies, on the other transactions contemplated by this Agreement; and (v) promptly takehand, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to top-level domains owned or otherwise held by the OfferAcquired Companies (collectively, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby“Registry Agreements”). (cb) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferTransactions of which such party had knowledge, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body or ICANN to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications communications. Parent and the Company shall have the right to review (ivand have their respective counsel review) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Lawin advance, in advance and to the extent practicable, practicable each of Parent or the Company, as the case may be, will shall consult the other on on, all the material information relating to Parent Parent, Purchaser or the Company, as the case may be, and any of their respective Subsidiaries that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Body or ICANN in connection with the Offer, the Merger Offer and the other transactions contemplated by this Agreement Transactions and shall incorporate consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, each party hereto shall (A) except as may be prohibited by any Governmental Body or by any Applicable LawLegal Requirement, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have reasonable access to and be consulted in connection with any document, opinion or proposal made or submitted proposed written material communication to any Governmental Body or ICANN in connection with the Transactions, and (B) as circumstances reasonably permit, consult with the other party in advance of any meeting or conference with a Governmental Body or ICANN relating to the Transactions and give the other party the opportunity to attend and participate in such request, inquiry, investigation, action or Proceedingmeetings and conferences. (dc) Notwithstanding To the foregoingextent necessary to obtain clearance pursuant to the HSR Act or other Legal Requirement applicable to the Transactions, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger its Affiliates (including any possible Divestiture Action, as defined below), and provided that Parent Purchaser) shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing offer, negotiate, commit to or effectingand effect, by consent decree, hold separate orders, trust, order or otherwise, otherwise restrictions on the sale, license, transfer, assignment or other disposition of assets or businesses activities of Parent or and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company or their respective and its Subsidiaries, on the other hand; and (ii) terminatingcontest, relinquishingdefend and appeal any Legal Proceedings, modifyingwhether judicial or administrative, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent challenging this Agreement or the Company consummation of the Merger (any such action in (i) or their respective Subsidiaries and (iii) creating or consenting to create any relationshipsii), ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (andan “Antitrust Required Action”), in each case, case unless taking such Antitrust Required Action would reasonably be expected to enter, either (x) materially and adversely affect Parent taken together with its Subsidiaries (excluding for the avoidance of doubt the Company and its Subsidiaries) or offer (y) materially and adversely affect the benefits to enter, into agreements and stipulate to be obtained by virtue of the entry of an order or decree or file appropriate applications with any Governmental Body in connection with Transactions (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 assetshaving such an effect, by consenting to such action by the Company; an “Antitrust Restraint”), provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Section 6.1(c) or elsewhere in this Agreement requires shall require the sale, divestiture, license or other disposition of any or all of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of Parent or and Purchaser (and their respective Affiliates, if applicable), on the one hand, and the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of and its Subsidiaries, or of Parent or any of its Subsidiarieson the other hand, or any combination thereofand provided further, if such action would exceed the Detriment Limit. For that for purposes of this AgreementSection 6.1(c), the terms “Detriment Limitmaterially” would and “adversely” shall not be exceeded if governed by the assets, businesses or product lines subject definition of “Material Adverse Effect” contained in Exhibit A to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable Law this Agreement and Legal Requirements to consummate and make effective the transactions contemplated by this AgreementTransactions as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required filings and to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to obtain as promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain as practicable all consents, permitsregistrations, authorizations, waivers, clearances and approvals, permits and authorizations necessary or advisable to cause be obtained from any Governmental Body or other Person in connection with the expiration or termination consummation of any applicable waiting periods, as may be required under any other applicable Antitrust Laws the Transactions and (to the extent required); (iiiii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be takenprovided, on a timely basishowever, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by that in no event will any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not party hereto be required to pay prior to the Effective Time any fees fee, penalty or other payments consideration to any Governmental Body third party (excluding any filing fees in connection with any filings filing or notice to a Governmental Body) for any consent or approval required for the consummation of the Transactions under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebyany Contract. (cb) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferTransactions of which such party had knowledge, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications communications. Parent and the Company shall have the right to review (ivand have their respective counsel review) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Lawin advance, in advance and to the extent practicable, practicable each of Parent or the Company, as the case may be, will shall consult the other on on, all the material information relating to Parent Parent, Purchaser or the Company, as the case may be, and any of their respective Subsidiaries that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger Offer and the other transactions contemplated by this Agreement Transactions and shall incorporate consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; and provided, howeverhowever that materials may be redacted (x) to remove references concerning the valuation of the businesses of the Company, that outside counsel shall not disclose such information or proposals from third parties with respect thereto, (y) as necessary to such other parties if the information is designated by the providing party comply with contractual agreements and (z) as “outside counsel only”necessary to address reasonable privilege or confidentiality concerns. In addition, each party hereto shall (A) except as may be prohibited by any Governmental Body or by any Applicable LawLegal Requirement, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have reasonable access to and be consulted in connection with any document, opinion or proposal made or submitted proposed written material communication to any Governmental Body in connection with such requestthe Transactions, inquiryand (B) as circumstances reasonably permit, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and consult with the other transactions contemplated by this Agreement party in advance of any investigation meeting or litigation by, or negotiations with, any conference with a Governmental Body or other person relating to the Agreement, Transactions and give the Offer, or other party the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken attend and participate in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full meetings and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parentconferences. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any third party and/or any Governmental BodiesBody, (ii) including without limitation under the delivery of required notices toAntitrust Laws, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer and Offer, the Merger and to fully carry out the purposes of other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) (x) promptly, but in no event later than five (5) nine business days after following the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act and in no event later than nine business days following the date hereof, file any and all notices, reports and other documents required to be filed by such party under any other applicable Antitrust Laws (to the extent required) with respect to the Offer, the Merger and the other transactions contemplated by this Agreement Agreement, and shall (y) use reasonable best efforts to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided . Notwithstanding the foregoing, (I) the parties agree that it is Parent’s sole right to devise and implement the Company strategy for all filings, submissions, notifications and its Subsidiaries will only be required communications subject to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay this Section 6.1 and direct all filing fees payable to matters with any Governmental Body under the HSR Act consistent with Parent’s obligations hereunder and other applicable Antitrust Laws, (II) Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.1 as “Counsel Only Material”, which such material and the information contained therein shall be given only to the in house and outside counsel of the recipient and will not be required disclosed by such outside counsel to pay any fees employees, officers or other payments to any Governmental Body directors of the recipient unless express permission is obtained in connection with any filings under advance from the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with source of the Offer, the Merger materials (Parent or the other transactions contemplated herebyCompany, as the case may be) or its legal counsel. (c) Without limiting the generality of anything contained in this Section 6.1, but subject to Parent’s rights under clause (I) of the preceding paragraph (a), each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; , (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications communications, provided that Parent shall control any decisions and (iv) enter or consent determine whether to pull and re-file any timing agreement or other understanding with notice under any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agreeapplicable Antitrust Laws. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party as “outside counsel only”party. In addition, except as may be prohibited by any Governmental Body or by any Applicable applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding anything to the contrary set forth in this Agreement, with respect to the matters set forth in this Section 6.1, (x) none of Parent, Purchaser or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of the assets or business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of assets or business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries (any of the foregoing, Parent shall a “Burdensome Condition”); (y) the Company and its Subsidiaries will only be entitled required to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in take or commit to take any investigation or litigation bysuch action, or negotiations withagree to any such condition or restriction, any Governmental Body if such action, commitment, agreement, condition or other person relating restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs; and (z) subject to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that obligations of Parent shall consult with, and consider set forth in good faith the views ofthis Section 6.1, the Company throughout the antitrust defense of the transaction contemplated by this Agreementand its Subsidiaries shall only be permitted to take or commit to take any such action, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect agree to any proposed settlementsuch condition or restriction, with the prior written consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigationsand, litigation, negotiations and discussions to the extent if requested by Parent, subject to clause (y), the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order. (e) In furtherance Notwithstanding anything else contained in this Agreement, during the term of this Agreement, neither the Company nor any of its Affiliates or any of their respective representatives shall cooperate with any Third Party to obtain any governmental approvals or clearances (including under any Antitrust Law) with respect to any Acquisition Proposal. (f) No party hereto shall take any action that is intended to or would reasonably be expected to adversely affect or materially delay its ability or the ability of any other party hereto to perform its covenants and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate agreements under this Agreement or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (fg) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation Parent shall pay all of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take filing fees payable pursuant to any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this AgreementAntitrust Laws.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementContemplated Transactions as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or non-actionsadvisable to be obtained from any Third Party and/or any Governmental Body, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodieswithout limitation, if any) required, under the HSR Act and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concessionapplicable Antitrust Laws, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer and the Merger and to fully carry out the purposes of this AgreementContemplated Transactions. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereofof this Agreement, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions; and shall use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; and (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the OfferContemplated Transactions, including that Parent shall be obligated to agree to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of Parent, the Merger Company or any of their respective Subsidiaries and the other transactions contemplated by this Agreement; and (v) promptly takeagree to any obligations, and cause its Affiliates to takebehavioral undertakings, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consentrelationships, permitventures, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJcontractual rights, or other Governmental Authorities arrangements of Parent, the Company or any other jurisdiction for which of their respective Subsidiaries required in order to obtain all consents, permits, authorizations, waivers, clearancesclearances and approvals, approvals or to cause the expiration or termination of any applicable waiting periods, under the HSR Act and expirations or terminations of waiting periods are required with respect to any other applicable Antitrust Laws no later than three business days before the Offer, the Merger and the other transactions contemplated by this Agreement; End Date (provided that the Company and its Subsidiaries will only no such action shall be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on be effected unless contingent upon the Company or its Subsidiaries only in occurrence of the event the Closing occursClosing). Parent shall pay all applicable filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any for filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebythis Section 6.1(b). (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferContemplated Transactions, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; , (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications and (iv) enter or consent to pull and re-file any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or notice under the HSR Act waiting period only if the other parties agree. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party Third Party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party as “outside counsel only”party. In addition, except as may be prohibited by any Governmental Body or by any Applicable applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoingNeither Parent nor Purchaser shall, Parent nor shall be entitled they permit their respective Subsidiaries to, acquire or agree to direct the antitrust defense of the Offeracquire any rights, the Merger and the other transactions contemplated by this Agreement in any investigation assets, business, Person or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger division thereof (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the salethrough acquisition, license, transferjoint venture, assignment collaboration or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereofotherwise), if such action would exceed the Detriment Limit. For purposes of this Agreementacquisition, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seekincrease the risk of not obtaining any applicable clearance, to prevent consummation of consent, approval or waiver under the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction HSR Act or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of applicable Antitrust Laws with respect to the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate the transactions contemplated by this AgreementContemplated Transactions as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or non-actionsadvisable to be obtained from any Third Party and/or any Governmental Body, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodieswithout limitation, if any) required, under the HSR Act and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concessionapplicable Antitrust Laws, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer and the Merger and to fully carry out the purposes of this AgreementContemplated Transactions. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereofof this Agreement, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions; and shall use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; and (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the OfferContemplated Transactions; provided, however, that notwithstanding anything to the Merger and the other transactions contemplated by contrary in this Agreement; and , Parent shall not be obligated to sell or dispose of or hold separately (vthrough a trust or otherwise) promptly takeany assets or businesses of Parent, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occursany of their respective Subsidiaries. Parent shall pay all applicable filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any for filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebythis Section 6.1(b). (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferContemplated Transactions, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; , (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications and (iv) enter or consent to pull and re-file any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or notice under the HSR Act waiting period only if the other parties agree. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party Third Party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by and shall enter into a joint defense agreement with the providing party as “outside counsel only”party. In addition, except as may be prohibited by any Governmental Body or by any Applicable applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoingNeither Parent nor Merger Sub shall, Parent nor shall be entitled they permit their respective Subsidiaries to, acquire or agree to direct the antitrust defense of the Offeracquire any rights, the Merger and the other transactions contemplated by this Agreement in any investigation assets, business, Person or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger division thereof (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the salethrough acquisition, license, transferjoint venture, assignment collaboration or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereofotherwise), if such action would exceed the Detriment Limit. For purposes of this Agreementacquisition, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seekmaterially increase the risk of not obtaining any applicable clearance, to prevent consummation of consent, approval or waiver under the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction HSR Act or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of applicable Antitrust Laws with respect to the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions.

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to 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 in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies The Seller and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to make, as promptly secure as practicable after the expiration or termination date of any applicable waiting periods this Agreement but no later than January 5, 2010, all filings required by Law to be made by it to consummate the transactions contemplated hereby (including all filings under the HSR Act; ). Between the date of this Agreement and the Closing Date, the Seller shall cooperate with the Buyer with respect to all filings that the Buyer is required by Law to make in connection with the transactions contemplated hereby. (iib) promptly make all filings, and The Buyer shall use reasonable best efforts to timely obtain all consentsmake, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably after the date of this Agreement but no later than January 5, 2010, all filings required by Law to be requested made by it to consummate the U.S. Department of Justice transactions contemplated hereby (the “DOJ”) or the Federal Trade Commission (the “FTC”) including all filings under the HSR Act or Act). Between the date of this Agreement and the Closing Date, the Buyer shall cooperate with the Seller with respect to all filings that the Seller is required by any other Governmental Body Law to make in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting The Buyer and the generality of anything contained in this Section 6.1, Seller shall each party hereto shall: (i) give the other parties prompt notice request early termination of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or applicable waiting period under the HSR Act waiting period only if the other parties agree. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as may be prohibited by any Governmental Body or by any Applicable Law, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or ProceedingAct. (d) Notwithstanding Without limiting the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger Seller and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent Buyer shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall each use its all reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly resolve any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required objections asserted by any Governmental Body, so as to enable Authority challenging the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in violative of any event no later than three (3) business days prior Law. Such reasonable best efforts shall include an obligation by the Buyer to the End Date), including (i) committing to divest or effecting, by consent decree, hold separate orders, trust, any product line or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be business if necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain actions the relevant approvals under the HSR Act or nonactionsany other competition or merger control Laws or to resolve or settle any objection or litigation of any Governmental Authority or to have lifted, waiversvacated, authorizations, expirations reversed or terminations of waiting periods, clearances, consents and approvals from overturned any Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree Order; provided that the calculation of revenue for determining whether the Detriment Limit has been exceeded Buyer specifically shall not be measured by reference required to the lowest such revenue of Parent so divest or the Company for each such overlapping asset, hold separate any product line or business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In otherwise take any similar actions that would cause the event that HSR Commitment to exceed USD 5,000,0000. If efforts to resolve any litigation or other administrative or judicial action or Proceeding is commenced objections are unsuccessful and any Governmental Authority institutes any Action challenging the Offer, the Merger and the other transactions any transaction contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation as violative of the Offerany Law, the Merger Seller and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser Buyer shall cooperate with each other and use its respective reasonable best efforts to contest and resist vigorously any such litigation, action or proceeding Action 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 Offer, the Merger any such transactions and the other transactions contemplated Buyer shall reimburse the Seller, Q-Tech and the Parent for all out-of-pocket expenses incurred by this Agreementeither of them in connection with any such Action or in connection with any request for additional information or documentary material pursuant to HSR Act Section 18a(e)(1)(a) from any Governmental Authority; provided, however, that the Buyer shall only be responsible to reimburse the Seller for the attorneys’ fees of any legal counsel jointly engaged by the Buyer and the Seller.

Filings and Approvals. (a) Subject to Without limiting the terms and conditions generality of anything contained in this AgreementSection 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) commercially reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable Law this Agreement and Legal Requirements to consummate and make effective the transactions contemplated by this AgreementTransactions as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty Body or other consideration or make any other concession, waiver or amendment under any Contract Person in connection with obtaining any consent without the prior written consent consummation of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this AgreementTransactions. (b) In furtherance and not in limitation of the foregoing, each of the Company Company, Parent and Parent Purchaser shall (and they shall cause their respective Affiliates, if applicable) shall: , to): (i) promptly, but in no event later than November 15, 2013 (or such later date that the Company and Parent may mutually agree to), file (and in any event the Company shall file within five (5) business days after Parent files (or, if the date hereoffifth day is a Saturday or Sunday, file the next subsequent Business Day)) any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, Offer and the Merger and the other transactions contemplated by this Agreement Transactions; and shall use commercially reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; and (iviii) use commercially reasonable best efforts to take or cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this AgreementTransactions; provided that the Company and its Subsidiaries Acquired Corporations will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries Acquired Corporations only in the event the Closing occurs. Parent ; and provided, further, that, subject to the requirements set forth in Section 6.1(d), the Acquired Corporations shall pay all filing fees payable only be permitted to take or commit to take any such action, or agree to any Governmental Body under the HSR Act and other applicable Antitrust Lawssuch condition or restriction, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated herebyprior written consent of Parent. (c) Without limiting the generality of anything contained in this Section 6.1, subject to any applicable Legal Requirements, each party hereto shall: shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the OfferTransactions of which such party had knowledge, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, Transactions or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications communications. Parent and the Company shall have the right to review (ivand have their respective counsel review) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Lawin advance, in advance and to the extent practicable, practicable each of Parent or the Company, as the case may be, will consult the other on on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger Offer and the other transactions contemplated by this Agreement Transactions and shall incorporate consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, each party hereto will (A) except as may be prohibited by any Governmental Body or by any Applicable LawLegal Requirement, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted proposed written material communication to any Governmental Body in connection with the Transactions contemplated hereby, and (B) as circumstances reasonably permit, consult with the other party in advance of any meeting or conference with a Governmental Body relating to the Transactions and give the other party the opportunity to attend and participate in such request, inquiry, investigation, action or Proceedingmeetings and conferences. (d) Notwithstanding the foregoingNothing in this Section 6.1 or elsewhere in this Agreement shall require, or be construed to require, Parent shall be entitled to direct the antitrust defense or any of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger its Affiliates (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity Purchaser) to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing propose, negotiate, commit to or effectingeffect, by consent decree, hold separate orders, trust, order or otherwise, before or after the Effective Time, the sale, licensedivestiture, transfer, assignment licensing or other disposition of any assets or businesses of Parent or its Subsidiaries and Affiliates, or of the Company or their respective SubsidiariesAcquired Corporations, (ii) terminatingotherwise take or commit to take any action that would limit the freedom of action of Parent, relinquishing, modifying, transferring, assigning, restructuringits Subsidiaries (including the Surviving Corporation and the Acquired Corporations) or Affiliates with respect to, or waiving existing agreementswould limit Parent’s or its Affiliates’ ability to retain, collaborationsany of the businesses, relationships, ventures, contractual rights, obligations product lines or other arrangements assets of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective its Subsidiaries (and, including the Surviving Corporation and the Acquired Corporations) in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, required to avoid the entry of, or to effect the dissolution of dismissal or vacate or lifttermination of, any orderinjunction, decree temporary restraining order or rulingother order in any Legal Proceeding, that would otherwise have or (iii) defend any lawsuit or other Legal Proceeding, whether judicial or administrative, challenging this Agreement or the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of other Transactions (other than the Company or defense against any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account request for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Actionpreliminary relief). (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Subject to the terms and conditions of set forth in this Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under Applicable this Agreement and applicable Law to consummate and make effective the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) the obtaining of preparing and filing as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, consents reports and approvals from Governmental Bodies other filings and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any third party and/or any Governmental BodiesBody, (ii) including under the delivery of required notices toAntitrust Laws, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary order to consummate the Offer Merger and the Merger and to fully carry out the purposes of other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five the date that is fifteen (515) business days after the date hereofof this Agreement, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall Agreement; (ii) use reasonable best efforts promptly to promptly secure cause the expiration or termination of any applicable waiting periods under the HSR Act; (iiiii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances clearances, registrations and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iiiiv) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) DOJ or the Federal Trade Commission (the “FTC”) FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, Agreement as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; period and (ivv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting Parent and the generality Company shall jointly devise and implement the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of anything contained in information, application or similar filing subject to this Section 6.1. In that regard, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect subject to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide a copy of all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing written submissions made with, or written materials submitted to, any third party and/or with any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that if review of any competitively sensitive information would be required to be provided in connection with any HSR Act filing or second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties if the information is designated by or to non-antitrust counsel and shall enter into a common interest or joint defense agreement with the providing party. No party shall be obligated to provide to any other party any portion of its or its Affiliates’ HSR Act filing that is not customarily furnished to other parties in connection with filings under the HSR Act, subject to applicable Law. Without limiting the generality of anything contained in this Section 6.1, each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, (ii) keep the other parties reasonably informed as “outside counsel only”to the status of any such request, inquiry, investigation, action or Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications with respect thereto. In addition, except as may be prohibited by any Governmental Body or by any Applicable applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating anything to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider contrary in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity neither Parent nor any of its Subsidiaries shall have any obligation to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make enter into any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trusttrust or other agreement that would require (i) the divestiture, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or and/or the Company or and/or any of their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or and/or the Company or and/or any of their respective Subsidiaries and or (iii) creating creating, consenting or consenting agreeing to create any relationships, ventures, contractual rights, obligations, behavioral undertakings undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or and/or the Company or and/or any of their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect to any of the assets, businesses or product lines of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries, or any combination thereof, if such action would exceed the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (fe) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser shall take any and all action to resolve any such litigation, action or Proceeding and each of the Company, Parent and Purchaser Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Each party will use all reasonable efforts and will cooperate with the other in the preparation and filing, as soon as practicable, of all applications or other documents required to obtain the requisite approvals of and consents to the Merger and other transactions contemplated by this Agreement, from the Federal Reserve Board, the Division of Finance and the FDIC as applicable, and from any other applicable bank regulatory authorities and provide copies of nonconfidential portions of such applications, filings and related correspondence to the other parties. Prior to filing each application, notice or other documents with the applicable regulatory authority, each party will provide the other party with an opportunity to review and comment on the nonconfidential portions of each such application, notice or other document. Each party shall ensure that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in any documents to be filed with the Federal Reserve Board, the Division of Finance, the FDIC or any other regulatory agency in connection with the transactions contemplated hereby will, at the time of filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein. Subject to the terms and conditions of this Agreementherein provided, the Company and Parent shall each party will use their all reasonable best efforts to 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 in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Body in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated hereby. (c) Without limiting the generality of anything contained in this Section 6.1conditions herein provided, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Proceeding; (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Proceeding, and provide a copy of will use all written communications and (iv) enter or consent to any timing agreement or other understanding with any Governmental Body regarding the timing of Closing or the HSR Act waiting period only if the other parties agree. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; and provided, however, that outside counsel shall not disclose such information to such other parties if the information is designated by the providing party as “outside counsel only”. In addition, except as may be prohibited by any Governmental Body or by any Applicable Law, in connection with any such request, inquiry, investigation, action or Proceeding in respect of the Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit and give advanced notice to authorized Representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Proceeding. (d) Notwithstanding the foregoing, Parent shall be entitled to direct the antitrust defense of the Offer, the Merger and the other transactions contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Body or other person relating to the Agreement, the Offer, or the Merger (including any possible Divestiture Action, as defined below), and provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Body with respect to any proposed settlement, consent decree, commitment or remedy (including any possible Divestiture Action), or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. (e) In furtherance and not in limitation of the foregoing, Parent agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Body, so as to enable the parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) business days prior to the End Date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body 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; provided, however, that any such action may be conditioned upon consummation of the Offer, the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, decree or ruling, that would otherwise have the effect of preventing consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) business days prior to the End Date; provided, however, that nothing contained in this Agreement requires Parent or the Company to take, or cause to be taken, any Divestiture Action with respect all actions and to any of the assets, businesses or product lines of the Company or any of its Subsidiariesdo, or of Parent cause to be done, all things necessary, proper or advisable to cause the conditions set forth in Article IX to be satisfied, including participating in any of its Subsidiariesrequired hearings or proceedings, or any combination thereof, if such action would exceed and to consummate and make effective as promptly as practicable the Detriment Limit. For purposes of this Agreement, the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Divestiture Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Bodies account for more than $4,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for determining whether the Detriment Limit has been exceeded shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Divestiture Action, regardless of which asset, business or product line Parent actually selects for such Divestiture Action. (f) In the event that any litigation or other administrative or judicial action or Proceeding is commenced challenging the Offer, the Merger and the other transactions contemplated by this Agreement and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Purchaser . Each party shall take any and keep the other advised of all action to resolve any such litigation, action material regulatory developments in a timely manner. (b) In the event of a restraining order or Proceeding and each injunction which prevents the Closing by reason of the Companyoperation of Section 9.1(a), Parent Sac River and Purchaser Bancshares shall cooperate with each other and use its their respective reasonable best efforts to contest any cause such litigation, action order or proceeding and injunction 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 Offer, the Merger be lifted and the other transactions contemplated by this AgreementClosing to be consummated as soon as reasonably practicable.