Common use of Filings and Approvals Clause in Contracts

Filings and Approvals. (a) 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 or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement 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, including under the Antitrust Laws, in order to consummate the Mergers and the 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 the date that is 10 business days after the date of 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 Mergers and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) 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); (iv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers 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; (v) 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 Mergers and the other transactions contemplated by this Agreement; and (vi) 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 or 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 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 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 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. (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 Legal Proceeding by or before any Governmental Body with respect to the 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 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) pull and re-file any notice under the HSR Act 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 Governmental Body in connection with the 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; 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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) In furtherance and not in limitation of the foregoing, Parent agrees to 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 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 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 Parent shall consider in good faith the views of the Company and its counsel in connection therewith. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and the other transactions contemplated by this Agreement, subject to the restrictions and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and 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 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. To the extent not yet made before the date hereof, except for the China filings (a) where each Party shall bear the costs of its own filing), the 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 shall promptly answer to any request for information from said authorities. The Company and Parent Seller shall cooperate with each other and use (and shall cause their respective Subsidiaries the other Designated Sellers to useprovide the Purchaser with all information available to it which the Purchaser may reasonably request for the purpose of preparing such filings provided, however, that (x) their reasonable best efforts to take or cause no such information shall be required to be taken all actionsprovided by the Seller if it determines, acting reasonably, that, such information is material and do competitively sensitive or cause that the provision of such information could reasonably be expected to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate have a material adverse effect upon it if the transactions contemplated by this Agreement as soon as reasonably practicablewere not completed, 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 (y) in any third party and/or any Governmental Body, including under such case the Antitrust Laws, in order to consummate the Mergers Purchaser and the other transactions contemplated by this Agreement. (b) In furtherance Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, 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 the date that is 10 business days after the date of this Agreement, 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 Mergers and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) 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); (iv) 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 DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers 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; (v) 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 Mergers and the other transactions contemplated by this Agreement; and (vi) 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 or 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 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 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 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. (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 Legal Proceeding by or before any Governmental Body with respect to the Mergers 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 Legal 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 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) pull and re-file any notice under the HSR Act 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 Governmental Body in connection with the 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; 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect Seller of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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 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) In furtherance and not in limitation of the foregoing, Parent agrees to 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 Mergers and the other transactions contemplated by this Agreement as soon as reasonably 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 without limitation (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwiseabove, the divestiture, sale, license, transfer, assignment or other disposition of assets or businesses of Parent or 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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 maySeller shall make, at its own expense, all requisite filings with the discretion of the Company, be conditioned upon consummation of the 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) (a “Divestiture Action”) so long relevant Government Entities as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 it may be required to resolve any Governmental Body’s objections to the Mergers or the other transactions contemplated by this Agreement; provided, however, that Parent shall consider such Government Entities in good faith the views of the Company and its counsel in connection therewith. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and the other transactions contemplated by this Agreement, subject to the restrictions and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and Merger LLC shall cooperate relation 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 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) The Subject to the terms and conditions of this Agreement, 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 taken taken, all actionsactions and to do, and do or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on its part under this Agreement and applicable Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicableAgreement, including preparing and filing as promptly as reasonably practicable all documentation to effect (i) the obtaining of all necessary noticesactions or non-actions, reports waivers, consents and other 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 as promptly as practicable all consentsan approval or waiver from, registrationsor to avoid an action or proceeding by, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental BodyBodies, including (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 Antitrust Lawsprior written consent of Parent, in order which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Mergers Offer and the other transactions contemplated by 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 the date that is 10 five (5) business days after the date of this Agreementhereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Mergers Offer, the Merger and the other transactions contemplated by this Agreement; (ii) Agreement and shall use reasonable best efforts to promptly to cause secure 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); (iviii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ U.S. Department of Justice (the “DOJ”) or the FTC Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers 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; (viv) 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 Mergers Offer, 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 or approvaland 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 Bodies 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 Mergers 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; provided. Parent shall pay all filing fees payable to any Governmental Body under the HSR Act and other applicable Antitrust Laws, further, that, subject 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 obligations of Parent set forth HSR Act or such other filings as may be required under applicable Antitrust Laws in Sections 6.1(d) and 6.1(e)connection with the Offer, the Company and its Subsidiaries shall only be permitted to take Merger or commit to take any such action, or agree to any such condition or restriction, with the prior written consent of Parentother 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 Mergers 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 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 Mergers 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 with respect thereto and (iv) pull and re-file enter or consent to any notice under 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 made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Mergers 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 and shall enter into a joint defense agreement with if the information is designated by the providing partyparty as “outside counsel only”. 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 Mergers 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 use its reasonable best efforts 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 Mergers Offer, the Merger 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, transition service agreements, tolling agreements, 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 however, that any such action may, at the discretion of the Company, may be conditioned upon consummation of the Mergers Offer, the Merger 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 (A) may be necessary or required, to avoid the assetsentry of, businessesor to effect the dissolution of or vacate or lift, product lines any order, decree or interests therein ruling, that would be otherwise have the subject effect of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the preventing consummation of the Mergers Offer, the Merger and the other transactions contemplated by this Agreement under applicable Antitrust Laws. Parent shallAgreement, subject and to ensure that no Governmental Body with the Consent Capauthority to clear, proposeauthorize or otherwise approve consummation of the Offer, negotiatethe Merger and the other transactions contemplated by this Agreement, offer fails to commit to and effect (and if such offer is accepted, commit to and effect), such Divestiture Action do so as to enable the Closing to occur promptly as soon as reasonably possible (practicable 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 in this Agreement requires Parent shall consider in good faith or the views 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 its counsel in connection therewithapprovals 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. (ef) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers Offer, the Merger 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 Mergers Offer, the Merger and the other transactions contemplated by this Agreement, subject to the restrictions Parent and limitations in Section 6.1(d), Parent, Merger Sub Purchaser shall take any and Merger LLC shall use their reasonable best efforts all action to resolve any such litigation, action or proceeding Proceeding and each of the Company, Parent, Merger Sub Parent and Merger LLC 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 Mergers Offer, the Merger 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) The Without limiting the generality of anything contained in this Section 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 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 Agreement, and applicable Law Legal Requirements to consummate and make effective the transactions contemplated by this Agreement 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, including under the Antitrust Laws, Body in order to consummate the Mergers Offer and the other transactions contemplated by 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 the September 20, 2013 (or such later date that is 10 business the Company and Parent may mutually agree to), file (and in any event the Company shall file within five (5) days after Parent files (or, if the date of this Agreementfifth 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 Mergers Offer and the Merger and the other transactions contemplated by this Agreementhereby; (ii) and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) 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); (ivii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers and the other transactions contemplated by this Agreement 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; , (viii) 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 Mergers and the other transactions contemplated by this Agreement; Transactions, and (viiv) 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 or approvaland 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 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 Mergers 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; provided, further, further that, subject to the obligations of Parent requirements set forth in Sections Section 6.1(d) and 6.1(e), the Company and its Subsidiaries Acquired Corporations 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. (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 Legal Proceeding by or before any Governmental Body with respect to the Mergers and the other transactions contemplated by this AgreementTransactions, (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, 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 Mergers 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. Subject to Legal Requirements relating to the sharing of information, Parent shall have the right to direct all matters with respect thereto to the FTC and DOJ hereunder (iv) including to direct the parties to pull and re-file refile any notice under the HSR Act only if the other parties agree. Subject to applicable LawAct, 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 Mergers 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; provided, however, that if review 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 would be material in connection with that is confidential or proprietary to the providing party (including any second request (so called 4(c) or similar process4(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 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 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 Mergers and the other transactions contemplated by this AgreementTransactions, each party hereto will permit 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) In furtherance and not Nothing in limitation of the foregoingthis Section 6.1 or elsewhere in this Agreement shall require, or be construed to require, Parent agrees to use or any of 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 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 Affiliates (i) committing to agree, consent or effectingcommit to any divestitures or licenses or other undertakings or to proffer to, by or agree or consent decreeto, hold separate ordersseparate, trust, or otherwise, the divestiture, salesell, license, transfertransfer or assign, assignment before or other disposition of assets after the Effective Time, (A) any Product or businesses any interest in any Product (including any Intellectual Property Rights therein or thereto) of Parent or any of its Affiliates, or (B) any Product or any interest in any Product (including any Intellectual Property Rights therein or thereto) of the Company or their respective Subsidiariesany of its Affiliates with respect to which the Company or any such Affiliate has a Material Interest (any such Product, a “Covered Product”), (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, to agree or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations consent to any changes or other arrangements restrictions in the operations of any business relating to such Products of Parent or Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the 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 toor Covered Products, or (iii) to take any other action under this Section 6.1 if the DOJ, the FTC 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 neither its Affiliates have otherwise complied with their obligations under this Section 6.1 with respect to Products of the Company nor or 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 that are not Covered Products. For purposes of this Section 6.1(d), except that Parent acknowledges that its reasonable best efforts under Section 6.1(b“Material Interest” means, with respect to any Product, the right (arising out of ownership, contractual rights or otherwise) include an obligation that Parent take actions described in clauses (i) through (iii) to receive, as of the first sentence date of this Section 6.1(d) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 Parent shall consider in good faith the views of the Company and its counsel in connection therewith. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and the other transactions contemplated by this Agreement, subject to the restrictions and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts 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, Merger Sub and Merger LLC 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 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 Product in the ordinary course of businessUnited States.

Filings and Approvals. (a) The Company Immediately following execution of this Agreement the Parties shall proceed expeditiously and Parent shall cooperate with each in good faith to make such filings, seek such approvals and take all such other and use (and shall cause their respective Subsidiaries actions as may be reasonably necessary to use) their reasonable best efforts satisfy the conditions to take or cause Closing, including, without limitation, making any filings required to be taken all actions, made pursuant to the HSR Act and do or cause filings to be done 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 Parties agree to elect to seek early termination of the applicable waiting period. Any and all things, reasonably necessary, proper filing fees in respect of filings under the HSR Act shall be split equally between Parent and Bancorp. Each Party shall consult with the other Party with respect to the obtaining of all material Consents of all Governmental Authorities necessary or advisable on its part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement as soon as to the extent 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, including under the Antitrust Laws, in order to consummate the Mergers 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, upon request, furnish the other Party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its subsidiaries to any third party or Governmental Authority; provided, however, in the event that information is required regarding any individual person, such information need not be provided to any other Party. The Company shall use commercially reasonable efforts to obtain all necessary Consents required hereunder. (b) In furtherance and not in limitation of To the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than the date that is 10 business days after the date of this extent required under Parent’s Rights Agreement, file any and all noticesdated July 30, reports and other documents required to be filed by such party under 1996, as amended (the HSR Act with respect to the Mergers and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration “Rights Plan”), or termination of any applicable waiting periods under the HSR Act; (iii) promptly make all filingsstate law, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause without limiting the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers 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; (v) 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 Mergers and the other transactions contemplated by this Agreement; and (vi) 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 or 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 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 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 standstill agreement set forth in Sections 6.1(d) the Registration Rights Agreement, Parent’s Board of Directors shall take all actions reasonably necessary to approve for all purposes the ownership by Bancorp, together with its Affiliates and 6.1(e)Associates, of Parent Common Stock representing 24.99% or less of 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 Voting Power of Parent. (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 Legal Proceeding by or before any Governmental Body with respect to the 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 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) pull and re-file any notice under the HSR Act 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 Governmental Body in connection with the 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; 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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) In furtherance and not in limitation of the foregoing, Parent agrees to 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 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 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 Parent shall consider in good faith the views of the Company and its counsel in connection therewith. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and the other transactions contemplated by this Agreement, subject to the restrictions and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and 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 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) The Company Purchaser and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take the Seller shall, as promptly as practicable, file or supply, or cause to be taken filed or supplied , all actionsapplications, notifications and do or cause information required to be done all thingsfiled or supplied by any of them pursuant to applicable Laws in connection with the consummation of the transactions contemplated by this Agreement, reasonably including, if necessary, proper those required by the Competition Act (Canada), 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 advisable other fees payable to a Government Entity as referred on its part under this Agreement Schedule 5.1(2) and, in respect of all other fees, the Party obligated to pay by Law in connection with any such filings and applicable Law approvals shall be solely responsible for such fees. The Purchaser and the Seller shall keep each other informed as to consummate the status of all such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for the lawful consummation of the transactions contemplated by this Agreement as soon as reasonably practicableand shall co-ordinate and cooperate in providing any information concerning their respective businesses, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesoperations, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary prospects or advisable affairs required or requested to be obtained from any third party and/or any Governmental Body, including under the Antitrust Laws, in order provided to consummate the Mergers and the 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 the date that is 10 business days after the date of 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 Mergers and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) 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); (iv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws Government Entity in connection with the Mergers 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; (v) 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 Mergers and the other transactions contemplated by this Agreement; and (vi) 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 or 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 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 Mergers 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 the other if the Person required to provide such actioninformation determines, 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, furtheracting reasonably, that, subject such information is competitively sensitive or that the provision of such information could reasonably be expected to the obligations of Parent set forth in Sections 6.1(d) and 6.1(e), 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. (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 Legal Proceeding by or before any Governmental Body with respect to the 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 Mergers and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide have a copy of all written communications with respect thereto and (iv) pull and re-file any notice under the HSR Act 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 Governmental Body in connection with the Mergers and the other transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall incorporate all comments reasonably proposed by Parent cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Company, as the case may be; provided, however, that if review of any information would be material in connection with any second request (or similar process) 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 solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information directly to such other parties and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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) In furtherance and not in limitation of the foregoing, Parent agrees to 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 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 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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 Entity by the Company) (provided, however that any such action may, at the discretion of the Company, be conditioned upon consummation of the 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject possessor of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 Parent shall consider in good faith the views of the Company and its counsel in connection therewithinformation. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and the other transactions contemplated by this Agreement, subject to the restrictions and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and 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 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) The Without limiting the generality of anything contained in this Section 6.1, the Company and Parent shall will cooperate with each other and use (and shall will cause their respective Subsidiaries to use) their 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 applicable Law Legal Requirements to consummate and make effective the transactions contemplated by this Agreement 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, including under Body or other Person in connection with the Antitrust Laws, in order to consummate consummation of the Mergers and the other transactions contemplated by this AgreementTransactions. (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 the date that is 10 business days after the date of 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 Mergers and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) 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); (iv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers 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; (v) 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 Mergers and the other transactions contemplated by this Agreement; and (vi) 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 or 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 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 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 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. (c) Without limiting the generality of anything contained in this Section 6.1, each 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 Mergers and the other transactions contemplated by this AgreementTransactions of which such party had knowledge, (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, 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 Mergers 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 with respect thereto communications. Parent and the Company will have the right to review (ivand have their respective counsel review) pull and re-file any notice under the HSR Act 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 Governmental Body in connection with the Mergers 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; 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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 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 Legal Proceedingmeetings and conferences. (dc) In furtherance and not Nothing in limitation of the foregoingthis Section 6.1 or elsewhere in this Agreement will require, or be construed to require, Parent agrees to 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 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 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the 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 (including Purchaser) 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 or effect, by consent decree, hold separate order or otherwise, before or after the Effective Time, the sale, divestiture, licensing or disposition of any assets or businesses of Parent or its Subsidiaries and all Divestiture Actions Affiliates, or of the Acquired Companies, (ii) otherwise offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Divestiture Action action that would limit the freedom of action of Parent, its Subsidiaries (including the Surviving Corporation and the Acquired Companies) or Affiliates with respect to, or would limit Parent’s or its Affiliates’ ability to retain, any of the businesses, product lines or assets of Parent or its Subsidiaries (including the Surviving Corporation and the Acquired Companies) in each case as may be required to resolve avoid the entry of, or to effect the dismissal or termination of, any Governmental Body’s objections to the Mergers injunction, temporary restraining order or other order in any Legal Proceeding, or (iii) defend any Legal Proceeding challenging this Agreement or the other transactions contemplated by this Agreement; provided, however, that Parent shall consider in good faith the views of the Company and its counsel in connection therewith. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and Offer, the Merger or any of the other transactions contemplated by this Agreement, subject to Transactions (other than the restrictions and limitations in Section 6.1(ddefense against any request for preliminary relief), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and 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 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) 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 or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement 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, including under the Antitrust Laws, in order to consummate the Mergers and the 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 the date that is 10 15 business days after the date of 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 Mergers and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) 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); (iv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers 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; and (v) 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 Mergers and the other transactions contemplated by this Agreement; and (vi) 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 or 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 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 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 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. (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 Legal Proceeding by or before any Governmental Body with respect to the 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 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) pull and re-file any notice under the HSR Act only if the other parties agreethereto. 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 Governmental Body in connection with the 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; 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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) In furtherance and not in limitation of the foregoing, Parent agrees to 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 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 Notwithstanding anything to the End Date)contrary in this Agreement, including without limitation (i) committing neither Parent nor any of its Subsidiaries shall have any obligation to or effecting, by enter into any consent decree, hold separate orders, trust, trust or otherwise, other agreement that would require (i) the divestiture, 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, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 Parent shall consider in good faith the views of the Company and its counsel in connection therewiththeir respective Subsidiaries. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and the other transactions contemplated by this Agreement, subject to the restrictions and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and 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 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) The Without limiting the generality of anything contained in this Section 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 or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement 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, including without limitation under the Antitrust Laws, in order to consummate the Mergers Offer, the Merger and the 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 the date that is 10 business days after the date of this AgreementMay 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 Mergers Offer, the Merger and the other transactions contemplated by this Agreement; , and (iiy) use reasonable best efforts promptly to 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); (iviii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers 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; (viv) 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 Mergers Offer, 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 or approvaland 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 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 Mergers 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 strategy for all filings, submissions, notifications and communications subject to this Section 6.1 and direct all matters with any Governmental Body consistent with Parent’s obligations hereunder and (II) Parent and the Company may, as each deems advisable and its Subsidiaries 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 only not be required disclosed by such outside counsel to take employees, officers or commit to take any such actiondirectors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on as the Company case may be) 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 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 Parentlegal 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 (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 Mergers 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 Legal Proceeding, 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 Mergers 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 with respect thereto communications, provided that Parent shall control any decisions and (iv) determine whether to pull and re-file any notice under the HSR Act only if the other parties agreeAct. 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 Mergers 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; 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers Offer, the Merger and the other transactions contemplated by this Agreement, each party hereto will permit 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) In furtherance and not in limitation of the foregoing, Parent agrees to 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 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 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 Parent shall consider in good faith the views of the Company and its counsel in connection therewith. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers Offer, the Merger and the other transactions contemplated by this Agreement as being in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers Offer, the Merger and the other transactions contemplated by this Agreement, subject to the restrictions Parent and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC Purchaser shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub Parent and Merger LLC 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 Mergers Offer, the Merger and the other transactions contemplated by this Agreement. (fe) None 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, Merger Sub Purchaser or Merger LLC shallany of their Subsidiaries shall be required to, nor shall they permit 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 toin any manner, acquire 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 acquire any rights, assets, business, Person such condition or division thereof (through acquisition, license, joint venture, collaboration or otherwise)restriction, if such acquisition 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 increase adversely affect or materially delay its ability or the risk ability of not obtaining any applicable clearanceother party hereto to perform its covenants and agreements under this Agreement or to consummate the Offer, consent, approval or waiver under Antitrust Laws with respect to the Mergers Merger 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) The Company Purchaser and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take the Seller shall, as promptly as practicable, file or supply, or cause to be taken filed or supplied, all actionsapplications, notifications and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement 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, including under the Antitrust Laws, in order to consummate the Mergers and the 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 the date that is 10 business days after the date of this Agreement, file any and all notices, reports and other documents information required to be filed by such party under the HSR Act with respect to the Mergers and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) 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); (iv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or supplied by any other Governmental Body under any other of them pursuant to applicable Antitrust Laws in connection with the Mergers 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; (v) 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 Mergers and the other transactions contemplated by this Agreement; and (vi) 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 or 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 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 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 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. (c) Without limiting the generality of anything contained in this Section 6.1, each party hereto shall (i) give the other parties prompt notice consummation of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Mergers and the other transactions contemplated by this Agreement, including, if necessary, those required by the Competition Act (iiCanada), the EC Merger Regulation, the U.S. Hxxx Sxxxx 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) and, in respect of all other fees, the 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 the each other parties reasonably informed as to the status of any all such requestfilings and requests for all licenses, inquirypermits, investigationcertificates, action or Legal Proceedingregistrations, (iii) promptly inform authorizations, consents and approvals of Government Entities necessary for the other parties lawful consummation of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the 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) pull and re-file any notice under the HSR Act 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 Governmental Body in connection with the 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; provided, however, that if review of co-ordinate and cooperate in providing any information would concerning their respective businesses, operations, prospects or affairs required or requested to be material provided to or by any Government Entity 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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) In furtherance and not in limitation of the foregoing, Parent agrees to 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 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 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 Parent (x) no such information shall consider in good faith be required to be provided by the views of Purchaser or the Company and its counsel in connection therewith. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and Seller to the other if the Person required to provide such information determines, acting reasonably, that, such information is competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement as being were not completed, and (y) in violation of any Antitrust Law and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of case the Mergers Purchaser and the other transactions contemplated by this Agreement, subject to the restrictions and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and Merger LLC 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 Mergers 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. (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) The Subject to the terms and conditions of this Agreement, Parent, Purchaser and 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 taken taken, all actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby as promptly as practicable (and in any event no later than the End Date). Without limiting the generality of the foregoing, each party to this Agreement shall (and shall cause their respective Subsidiaries to) (i) use reasonable best efforts to prepare and make all filings and obtain as soon as practicable all Consents, waivers and expirations of waiting periods (if any) from any Governmental Body 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 be obtained in order to consummate the transactions contemplated by this Agreement as soon as reasonably practicablehereby, including preparing and filing as promptly as reasonably practicable all documentation (ii) use reasonable best efforts to effect all necessary notices, reports and other filings give any notices to third parties specified on Schedule 6.1(a)(ii) and to obtain as promptly soon as practicable each other Consent or waiver (if any) of any 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 in no event shall the Company or any of its Subsidiaries, without Parent’s prior written consent) pay or commit to pay, whether prior to or after the Offer Acceptance Time, any fee, penalty or other consideration to any third party to obtain any Consent or waiver pursuant to this Section 6.1. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any actions described in this Section 6.1. Subject to applicable Laws relating to the exchange of information, outside legal counsel for each party shall have the right to review in advance and, to the extent practicable, outside legal counsel for each 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 consentsof the information relating to such party, registrationsand any of their respective Subsidiaries, approvalsthat appears in any filing made with or written materials submitted to, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental BodyBody in connection with the Offer, including under the Antitrust Laws, in order to consummate the Mergers 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 this AgreementSection 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 the transactions contemplated hereby; provided, however, that materials may be redacted as necessary to comply with applicable Laws. Prior to making any written communications to a Governmental 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 comments in good faith. Each party shall promptly provide to each Governmental Antitrust Authority all non-privileged information and documents that are necessary, proper 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, then such party shall endeavor in good faith to make, or 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 investigation), litigation, proceeding or other inquiry relating to the transactions contemplated hereby without consulting with the other party in advance, giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Antitrust Authority or applicable Law, the opportunity to attend or participate. In furtherance and not in limitation of the foregoing, each of Parent and the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than the date that is 10 business days after the date of 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 Mergers and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) promptly make all filings, and shall use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of resolve any applicable waiting periods, as objections that may be required under any other applicable Antitrust Laws (to the extent required); (iv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers 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; (v) 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 Mergers and the other transactions contemplated by this Agreement; and (vi) 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 or 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 Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required asserted with respect to the 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 hereby under 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 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. (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 Legal Proceeding by or before any Governmental Body with respect to the Mergers and the other transactions contemplated by this Agreement, (ii) keep the other parties reasonably informed Antitrust Law 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 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) pull and re-file any notice under the HSR Act only if the other parties agree. Subject to applicable Law, in advance and to the extent as 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 Governmental Body in connection with the 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; 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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) In furtherance and not in limitation of the foregoing, Parent agrees to 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 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 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the Mergers and the other transactions contemplated by this Agreement). 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 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 Body in connection with obtaining any clearancethe transactions contemplated hereby, 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 Subsidiaries shall, without the Parent’s prior written consent of in Parent’s sole discretion, take discuss or consent commit to any actions described action referred to in clauses (i) through (iiiiv) 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 permit the consummation of the Mergers and the other transactions contemplated by this Agreement 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 and effect), such Divestiture Action so as to enable the Closing to occur as 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 Parent shall consider in good faith the views of the Company and its counsel in connection therewithabove. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and the other transactions contemplated by Nothing in this Agreement as being in violation shall require, or be construed to require, Parent or any of its Affiliates to take any Antitrust Law and such litigation, other action under this Section 6.1 if the DOJ or proceeding seeks, 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 seekadversely 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, to prevent consummation of the Mergers and the other transactions contemplated by this Agreement, subject to the restrictions and limitations in Section 6.1(d), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and 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 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) The Without limiting the generality of anything contained in this Section 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 or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law Legal Requirements to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as reasonably practicable, including (i) 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, including under Body or other Person in connection with the Antitrust Laws, in order to consummate the Mergers and the other transactions contemplated by this Agreement. (b) In furtherance and not in limitation consummation of the foregoingTransactions, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (iii) promptly, but in no event later than the date that is 10 business days ten (10) Business Days after the date of this Agreementhereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Mergers Offer and the Merger and the other transactions contemplated by this Agreement; (ii) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; Transactions, and (iii) 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); (iv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body under any other applicable Antitrust Laws in connection with the Mergers and the other transactions contemplated by this Agreement 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; . The Company shall promptly, but in no event later than the date that is five (v5) 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 Mergers and the Acquired Companies, on the other transactions contemplated by this Agreement; and (vi) 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 or 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 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 top-level domains owned or otherwise held by the 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)Acquired Companies (collectively, 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“Registry Agreements”). (cb) 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 Mergers and the other transactions contemplated by this AgreementTransactions of which such party had knowledge, (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, 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 Mergers 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 with respect thereto communications. Parent and the Company shall have the right to review (ivand have their respective counsel review) pull and re-file any notice under the HSR Act 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 Governmental Body or ICANN in connection with the Mergers 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; 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 and shall enter into a joint defense agreement with the providing party. 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 Legal Proceeding in respect of the Mergers and the other transactions contemplated by this Agreement, each party hereto will permit 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 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 such requestthe Transactions, inquiry, investigation, action or Legal Proceeding. (d) In furtherance and not in limitation of the foregoing, Parent agrees to 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 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 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 Company or their respective Subsidiaries and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent or 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, at the discretion of the Company, be conditioned upon consummation of the 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) (a “Divestiture Action”) so long as (A) the assets, businesses, product lines or interests therein that would be the subject of such Divestiture Action collectively produced, or were used in the production of or contributed to the 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 as circumstances reasonably permit, consult with the other party in advance of any meeting or imposed by conference with a Governmental Body or ICANN relating to permit the consummation of the Mergers Transactions and give the other transactions contemplated by this Agreement under applicable Antitrust Laws. Parent shall, subject party the opportunity to attend and participate in such meetings and conferences. (c) To the extent necessary to obtain clearance pursuant to the Consent CapHSR Act or other Legal Requirement applicable to the Transactions, proposeParent and its Affiliates (including Purchaser) shall (i) offer, negotiate, offer to commit to and effect (and if such offer is accepted, commit to and effect), such Divestiture Action so as to enable the Closing to occur as 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 otherwise restrictions on the activities of Parent and all Divestiture Actions or otherwise offer to take or offer to commit Merger Sub (and their respective Affiliates, if such offer is acceptedapplicable), commit to on the one hand, 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 Parent shall consider in good faith the views of the Company and its counsel in connection therewith. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced by any Governmental Body challenging the Mergers and Subsidiaries, on the other transactions contemplated by hand; and (ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement as being or the consummation of the Merger (any such action in violation of any (i) or (ii), an “Antitrust Law and Required Action”), in each case unless taking such litigation, action or proceeding seeks, or Antitrust Required Action would reasonably be expected to seek, either (x) materially and adversely affect Parent taken together with its Subsidiaries (excluding for the avoidance of doubt the Company and its Subsidiaries) or (y) materially and adversely affect the benefits to prevent consummation be obtained by virtue of the Mergers and Transactions (any of the other transactions contemplated by this Agreementforegoing having such an effect, subject to the restrictions and limitations in Section 6.1(dan “Antitrust Restraint”), Parent, Merger Sub and Merger LLC shall use their reasonable best efforts to resolve any such litigation, action or proceeding and each of the Company, Parent, Merger Sub and 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 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 contained in this Section 6.1(f6.1(c) or elsewhere in this Agreement shall prevent 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 and its Subsidiaries from making capital expenditures Subsidiaries, on the other hand, and provided further, that for purposes of this Section 6.1(c), the terms “materially” and “adversely” shall not be governed by the definition of “Material Adverse Effect” contained in the ordinary course of businessExhibit A to this Agreement.