Common use of Filings and Approvals Clause in Contracts

Filings and Approvals. (a) Without limiting the generality of anything contained in this Section 6.7, each of the Sellers, the Company and Purchaser 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, and in no event later than the Outside Date, 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 (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental Authority, including without limitation under the Antitrust Laws, in order to consummate the transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws in connection with the performance of the Parties under this Section 6.7. (b) In furtherance and not in limitation of the foregoing, each of the Company and Purchaser (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 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 transactions contemplated by this Agreement; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority in connection with the transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the transactions contemplated by this Agreement; provided that the Company Group and their respective Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company Group and their respective Subsidiaries only in the event the Closing occurs; provided, further, that, subject to the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective Subsidiaries shall 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 Purchaser. (c) Without limiting the generality of anything contained in this Section 6.7, each Party hereto shall (i) give the other Parties prompt notice of the making or commencement of any request, litigation, hearing, examination or Action with respect to the transactions contemplated by this Agreement, (ii) keep the other Parties reasonably informed as to the status of any such request, litigation, hearing, examination or Action, (iii) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the transactions contemplated by this Agreement, or regarding any such request, litigation, hearing, examination or Action, and provide a copy of all written communications and (iv) pull and re-file any notice under the HSR Act only if the other Parties

Filings and Approvals. (a) Without limiting the generality of anything contained in this Section 6.7, each of the Sellers5.6, the Company and Purchaser Parties 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, and in no event later than the Outside Date, 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 Permits and authorizations necessary or advisable to be obtained from any third party (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental AuthorityEntity, including without limitation under the Antitrust Laws, in order to consummate the transactions contemplated by this AgreementAgreement and to otherwise comply with all applicable Laws. Purchaser Buyer shall pay all filing fees under the Antitrust Laws in connection with the performance of the Parties under this Section 6.75.6 (fifty percent (50%) of which shall be a Transaction Expense). (b) In furtherance and not in limitation of the foregoing, each of the Company and Purchaser Parties (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20July 30, 20152021, file any and all notices, reports and other documents required to be filed by such Party party under the HSR Act with respect to the transactions contemplated by this Agreement; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR ActAct (including seeking to obtain early termination of the waiting periods thereunder); (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permitsPermits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority Entity in connection with the transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority Entity as a condition to granting any consent, permitPermit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Entities of any other jurisdiction for which consents, permitsPermits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the transactions contemplated by this Agreement; provided provided, that the Company Group and their respective 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 Group and their respective its Subsidiaries only in the event the Closing occurs; provided, further, that, subject to the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective Subsidiaries shall 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 Purchaser. (c) Without limiting the generality of anything contained in this Section 6.75.6, each Party hereto shall (i) give the other Parties prompt notice of the making or commencement of any request, litigation, hearing, examination or Action with respect to the transactions contemplated by this Agreement, (ii) keep the other Parties reasonably informed as to the status of any such request, litigation, hearing, examination or Action, Action and (iii) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Authority Entity to the extent regarding the transactions contemplated by this Agreement, or regarding any such request, litigation, hearing, examination or Action, and provide a copy of all written communications communications. Subject to applicable Law, in advance and to the extent practicable, each of Buyer or the Company, as the case may be, will consult the other on all the information relating to Buyer or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Buyer 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 Entity or by any applicable Law, in connection with any such request, litigation, hearing, examination or Action with respect to the transactions contemplated by this Agreement, each Party will permit authorized representatives of the other Party to be present at each meeting, conference or teleconference relating to such request, litigation, hearing, examination or Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, litigation, hearing, examination or Action. Buyer shall control the strategy for securing any required approvals and clearances under any Antitrust Law; provided, however, that Buyer shall consider in good faith the views of the Company and its counsel in connection therewith. (d) In furtherance and not in limitation of the foregoing, Buyer shall use its reasonable best efforts to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Entity, so as to enable the Parties to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event no later than three (3) Business Days prior to the Outside Date), and to ensure that no Governmental Entity with the authority to clear, authorize or otherwise approve consummation of the transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any event no later than three (3) Business Days prior to the Outside Date; provided, however, that in the exercise of its reasonable best efforts, Buyer is not required to undertake any of the following efforts: (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Buyer or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Buyer or the Company or their respective Subsidiaries and (iviii) pull creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Buyer or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and re-stipulate to the entry of an order or decree or file appropriate applications with any notice Governmental Entity in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company). (e) In the event that any litigation or other administrative or judicial action or Action is commenced challenging the transactions contemplated by this Agreement and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the transactions contemplated by this Agreement, Buyer shall take any and all action to contest any such litigation, action or proceeding and each of the Company and Buyer shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (f) Buyer shall not, and Buyer shall not permit any of its Subsidiaries or Affiliates to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition, would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to any of the HSR Act only if transactions contemplated by this Agreement. (g) Following the other Partiesdate hereof, the Company shall use commercially reasonable efforts to obtain the consent or waiver of each of the counterparties to the Significant Contracts set forth on Section 5.6(g) Section 3.16 of the Company Disclosure Schedule that are required as a result of the transactions contemplated by this Agreement, with such consents in a form and substance reasonably acceptable to Buyer.

Filings and Approvals. (a) The Seller and the Parent shall use reasonable best efforts to make, as promptly as practicable after the date of this Agreement but no later than January 5, 2010, all filings required by Law to be made by it to consummate the transactions contemplated hereby (including all filings under the HSR Act). Between the date of this Agreement and the Closing Date, the Seller shall cooperate with the Buyer with respect to all filings that the Buyer is required by Law to make in connection with the transactions contemplated hereby. (b) The Buyer shall use reasonable best efforts to make, as promptly as practicable after the date of this Agreement but no later than January 5, 2010, all filings required by Law to be made by it to consummate the transactions contemplated hereby (including all filings under the HSR Act). Between the date of this Agreement and the Closing Date, the Buyer shall cooperate with the Seller with respect to all filings that the Seller is required by Law to make in connection with the transactions contemplated hereby. (c) The Buyer and the Seller shall each request early termination of the applicable waiting period under the HSR Act. (d) Without limiting the generality foregoing, the Seller and the Buyer shall each use all reasonable best efforts to resolve any objections asserted by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of anything contained any Law. Such reasonable best efforts shall include an obligation by the Buyer to divest or hold separate any product line or business if necessary in this Section 6.7, each order to cause the expiration or termination of the Sellersapplicable waiting periods under the HSR Act or to obtain the relevant approvals under the HSR Act or any other competition or merger control Laws or to resolve or settle any objection or litigation of any Governmental Authority or to have lifted, vacated, reversed or overturned any Governmental Order; provided that the Buyer specifically shall not be required to so divest or hold separate any product line or business or to otherwise take any similar actions that would cause the HSR Commitment to exceed USD 5,000,0000. If efforts to resolve any objections are unsuccessful and any Governmental Authority institutes any Action challenging any transaction contemplated by this Agreement as violative of any Law, the Company Seller and Purchaser the Buyer 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, contest 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, and in no event later than the Outside Date, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings resist vigorously any such Action and to obtain as promptly as practicable 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 any such transactions and the Buyer shall reimburse the Seller, Q-Tech and the Parent for all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party (including, without limitation, with respect to obtaining releases out-of-pocket expenses incurred by either of Encumbrances under the Loan and Security Agreement) and/or any Governmental Authority, including without limitation under the Antitrust Laws, in order to consummate the transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws them in connection with the performance of the Parties under this Section 6.7. (b) In furtherance and not in limitation of the foregoing, each of the Company and Purchaser (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 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 transactions contemplated by this Agreement; and shall use reasonable best efforts promptly to cause the expiration Action or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority in connection with the transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order or documentary material pursuant to commence or end a statutory waiting period; (ivHSR Act Section 18a(e)(1)(a) 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 transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by from any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the transactions contemplated by this Agreement; provided that the Company Group and their respective Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company Group and their respective Subsidiaries only in the event the Closing occursAuthority; provided, furtherhowever, that, subject to that the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective Subsidiaries Buyer shall only be permitted responsible to take or commit to take any such action, or agree to any such condition or restriction, with reimburse the prior written consent of Purchaser. (c) Without limiting Seller for the generality of anything contained in this Section 6.7, each Party hereto shall (i) give the other Parties prompt notice of the making or commencement attorneys’ fees of any request, litigation, hearing, examination or Action with respect to legal counsel jointly engaged by the transactions contemplated by this Agreement, (ii) keep Buyer and the other Parties reasonably informed as to the status of any such request, litigation, hearing, examination or Action, (iii) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the transactions contemplated by this Agreement, or regarding any such request, litigation, hearing, examination or Action, and provide a copy of all written communications and (iv) pull and re-file any notice under the HSR Act only if the other PartiesSeller.

Filings and Approvals. (a) Without limiting the generality of anything contained in this Section 6.7, each of the Sellers6.1, the Company and Purchaser 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 Contemplated Transactions as soon as reasonably practicable, and in no event later than the Outside Date, 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 (includingThird Party and/or any Governmental Body, including without limitation, with respect to obtaining releases of Encumbrances if required, under the Loan HSR Act and Security Agreement) and/or any Governmental Authority, including without limitation under the other applicable Antitrust Laws, in order to consummate the transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws in connection with the performance of the Parties under this Section 6.7Contemplated Transactions. (b) In furtherance and not in limitation of the foregoing, each of the Company and Purchaser Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 2015five business days after the date of this Agreement, file any and all notices, reports and other documents required to be filed by such Party party under the HSR Act with respect to the transactions contemplated by this AgreementContemplated Transactions; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority Body in connection with the transactions contemplated by this AgreementContemplated Transactions, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; and (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the transactions contemplated by this Agreement; provided that the Company Group and their respective Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company Group and their respective Subsidiaries only in the event the Closing occursContemplated Transactions; provided, furtherhowever, that, subject that notwithstanding anything to the obligations contrary in this Agreement, Parent shall not be obligated to sell or dispose of Purchaser set forth in Section 6.7(d)-(f)or hold separately (through a trust or otherwise) any assets or businesses of Parent, the Company Group and or any of their respective Subsidiaries Subsidiaries. Parent 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 Purchaserpay all applicable filing fees for filings required under this Section 6.1(b). (c) Without limiting the generality of anything contained in this Section 6.76.1, each Party party hereto shall (i) give the other Parties parties prompt notice of the making or commencement of any request, litigationinquiry, hearinginvestigation, examination action or Action Legal Proceeding by or before any Governmental Body with respect to the transactions contemplated by this AgreementContemplated Transactions, (ii) keep the other Parties parties reasonably informed as to the status of any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, (iii) promptly inform the other Parties parties of any communication to or from the FTC, DOJ or any other Governmental Authority Body to the extent regarding the transactions contemplated by this AgreementContemplated Transactions, or regarding any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, and provide a copy of all written communications and (iv) pull and re-file any notice under the HSR Act only if the other Partiesparties agree. Subject to applicable Law, in advance and to the extent practicable, each of Parent or 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 Contemplated Transactions 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 Contemplated Transactions, 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) Neither Parent nor Merger Sub 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 materially increase the risk of not obtaining any applicable clearance, consent, approval or waiver under the HSR Act or other applicable Antitrust Laws with respect to the Contemplated Transactions.

Filings and Approvals. (a) Without limiting Subject to the generality of anything contained terms and conditions set forth in this Section 6.7, each of the SellersAgreement, the Company and Purchaser Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 and make effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, and in no event later than the Outside Date, 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 (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental AuthorityBody, including without limitation under the Antitrust Laws, in order to consummate the Merger and the other transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws in connection with the performance of the Parties under this Section 6.7. (b) In furtherance and not in limitation of the foregoing, each of the Company and Purchaser Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 2015the date that is fifteen (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 party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement; and shall (ii) 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 clearances, registrations and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iiiiv) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority Body under any other applicable Antitrust Laws in connection with the Merger and the other transactions contemplated by this Agreement, Agreement as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; period and (ivv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the transactions contemplated by this Agreement; provided that the Company Group and their respective Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company Group and their respective Subsidiaries only in the event the Closing occurs; provided, further, that, subject to the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective Subsidiaries shall 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 Purchaser. (c) Parent and the Company shall jointly devise and implement the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 6.1. In that regard, 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 written submissions made with any Governmental Body in connection with the Merger and the other transactions contemplated by this Agreement and shall consider in good faith all comments proposed by Parent or the Company, as the case may be; provided, however, that if review of any competitively sensitive information would be required to be provided in connection with any HSR Act filing or second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties or to non-antitrust counsel and shall enter into a common interest or joint defense agreement with the providing party. No party shall be obligated to provide to any other party any portion of its or its Affiliates’ HSR Act filing that is not customarily furnished to other parties in connection with filings under the HSR Act, subject to applicable Law. Without limiting the generality of anything contained in this Section 6.76.1, each Party party hereto shall (i) give the other Parties parties prompt notice of the making or commencement of any request, litigationinquiry, hearinginvestigation, examination action or Action Legal Proceeding by or before any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, (ii) keep the other Parties parties reasonably informed as to the status of any such request, litigationinquiry, hearinginvestigation, examination action or Action, Legal Proceeding and (iii) promptly inform the other Parties parties of any communication to or from the FTC, DOJ or any other Governmental Authority Body to the extent regarding the Merger and the other transactions contemplated by this Agreement, or regarding any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, and provide a copy of all written communications with respect thereto. In addition, except as may be prohibited by any Governmental Body or by any applicable Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Merger and (iv) pull and re-file any notice under the HSR Act only if the other Partiestransactions 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) Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Subsidiaries shall have any obligation to enter into any consent decree, hold separate orders, trust or other agreement that would require (i) the divestiture, sale, license, transfer, assignment or other disposition of assets or businesses of Parent and/or the Company and/or any of their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent and/or the Company and/or any of their respective Subsidiaries or (iii) creating, consenting or agreeing to create any relationships, ventures, contractual rights, obligations, behavioral undertakings, transition service agreements, tolling agreements, or other arrangements of Parent and/or the Company and/or any of their respective Subsidiaries. (e) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Merger and the other transactions contemplated by this Agreement and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Merger and the other transactions contemplated by this Agreement, each of the Company, Parent and Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the other transactions contemplated by this Agreement.

Filings and Approvals. (a) Without limiting the generality of anything contained in this Section 6.76.2, each of the SellersParent, Purchaser and the Company and Purchaser shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take or cause all Offer Conditions to be taken all actions, and do satisfied on a timely basis (to the extent the satisfaction of such Offer Conditions is within such party’s direct 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, and in no event later than the Outside Date, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings indirect control) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable cause Purchaser to be obtained from any third party (including, without limitation, with respect purchase Shares pursuant to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental Authority, including without limitation under Offer on the Antitrust Laws, in order to consummate the transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws in connection with the performance of the Parties under this Section 6.7earliest possible date. (b) In furtherance and not in limitation of the foregoing, each of Parent, Purchaser and the Company and Purchaser (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 2015ten (10) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such Party party under the HSR Act with respect to the transactions contemplated by this AgreementTransactions; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; Act with respect to the Transactions, (ii) promptly make provide all filings, information and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be documentary material requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority Body in connection with the transactions contemplated by this AgreementTransactions, 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 (iviii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactions. (c) Notwithstanding the other provisions of this Section 6.2 or any other provision of this Agreement, the reasonable best efforts of any party hereto shall not be deemed to include, and no party shall be obligated to, (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Body in connection with the transactions contemplated by this Agreement; and hereby, (vii) promptly takelitigate, and cause its Affiliates challenge or take any other action with respect to take, all reasonable actions and steps requested any action or required proceeding by any Governmental Authority as Body or (iii) divest, license, hold separate (including by establishing a condition trust or otherwise), transfer or dispose of, before or after the Closing, any assets, operations, rights, product lines, businesses or interest therein (or otherwise agree to granting do any consent, permit, authorization, waiver, clearance and approvals, and to cause of the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required foregoing) with respect to any of its or the transactions contemplated by this Agreement; provided that the Company Group and Surviving Corporation’s Subsidiaries or any of their respective Subsidiaries will only be required to take Affiliates’ businesses, assets or commit to take any such actionproperties. The Acquired Corporations shall not take, or agree to take, any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on of the Company Group and their respective Subsidiaries only actions referred to in the event the Closing occurs; provided, further, that, subject to the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective Subsidiaries shall only be permitted to take or commit to take any such action, or agree to any such condition or restriction, with preceding sentence without the prior written consent of PurchaserParent. (cd) Without limiting the generality of anything contained in this Section 6.76.2, each Party party hereto shall (i) give the other Parties parties prompt notice of the making or commencement of any request, litigationinquiry, hearinginvestigation, examination action or Action Legal Proceeding by or before any Governmental Body with respect to the transactions contemplated by this AgreementTransactions, (ii) keep the other Parties parties reasonably informed as to the status of any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, and (iii) promptly inform the other Parties parties of any communication to or from the FTC, DOJ or any other Governmental Authority Body regarding the Transactions. Each party hereto shall promptly furnish to the extent other party, subject to an appropriate confidentiality agreement, to limit disclosure to counsel and outside consultants, with copies of all documents provided to or received from any Governmental Body regarding the transactions contemplated by this AgreementTransactions. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or regarding proposal made or submitted in connection with any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding. In addition, and provide a copy except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of all written communications and (iv) pull and re-file any notice under the HSR Act only if Transactions, each party hereto will permit authorized Representatives of the other Partiesparty 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.

Filings and Approvals. (a) Without limiting the generality of anything contained in this Section 6.7, each of the Sellers6.1, the Company and Purchaser 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 Contemplated Transactions as soon as reasonably practicable, and in no event later than the Outside Date, 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 (includingThird Party and/or any Governmental Body, including without limitation, with respect to obtaining releases of Encumbrances if required, under the Loan HSR Act and Security Agreement) and/or any Governmental Authority, including without limitation under the other applicable Antitrust Laws, in order to consummate the transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws in connection with the performance of the Parties under this Section 6.7Contemplated Transactions. (b) In furtherance and not in limitation of the foregoing, each of the Company and Purchaser Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 2015five business days after the date of this Agreement, file any and all notices, reports and other documents required to be filed by such Party party under the HSR Act with respect to the transactions contemplated by this AgreementContemplated Transactions; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority Body in connection with the transactions contemplated by this AgreementContemplated Transactions, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; and (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; Contemplated Transactions, including that Parent shall be obligated to agree to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of Parent, the Company or any of their respective Subsidiaries and (v) promptly takeagree to any obligations, and cause its Affiliates to takebehavioral undertakings, all reasonable actions and steps requested or required by any Governmental Authority as a condition to granting any consentrelationships, permitventures, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJcontractual rights, or other Governmental Authorities arrangements of Parent, the Company or any other jurisdiction for which of their respective Subsidiaries required in order to obtain all consents, permits, authorizations, waivers, clearancesclearances and approvals, approvals or to cause the expiration or termination of any applicable waiting periods, under the HSR Act and expirations or terminations of waiting periods are required with respect to any other applicable Antitrust Laws no later than three business days before the transactions contemplated by this Agreement; End Date (provided that the Company Group and their respective Subsidiaries will only no such action shall be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on be effected unless contingent upon the Company Group and their respective Subsidiaries only in occurrence of the event the Closing occurs; provided, further, that, subject to the obligations of Purchaser set forth in Closing). Parent shall pay all applicable filing fees for filings required under this Section 6.7(d)-(f6.1(b), the Company Group and their respective 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 Purchaser. (c) Without limiting the generality of anything contained in this Section 6.76.1, each Party party hereto shall (i) give the other Parties parties prompt notice of the making or commencement of any request, litigationinquiry, hearinginvestigation, examination action or Action Legal Proceeding by or before any Governmental Body with respect to the transactions contemplated by this AgreementContemplated Transactions, (ii) keep the other Parties parties reasonably informed as to the status of any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, (iii) promptly inform the other Parties parties of any communication to or from the FTC, DOJ or any other Governmental Authority Body to the extent regarding the transactions contemplated by this AgreementContemplated Transactions, or regarding any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, and provide a copy of all written communications and (iv) pull and re-file any notice under the HSR Act only if the other Partiesparties agree. Subject to applicable Law, in advance and to the extent practicable, each of Parent or 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 Contemplated Transactions 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 Contemplated Transactions, 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) Neither Parent nor Purchaser 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 the HSR Act or other applicable Antitrust Laws with respect to the Contemplated Transactions.

Filings and Approvals. (a) Without limiting Subject to the generality terms and conditions of anything contained in this Section 6.7Agreement, each of the SellersParent, Purchaser and the Company and Purchaser shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take take, or cause to be 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 by this Agreement as soon as reasonably practicable, and in no event later than the Outside Date, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain 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 consentsfilings and obtain as soon as practicable all Consents, waivers and expirations of waiting periods (if any) from any Governmental Body and make all registrations, approvalsdeclarations and filings with, permits or notices to, Governmental Bodies, in each case, in connection with the Offer and authorizations the Merger, that are necessary or advisable required to be obtained from any third party (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental Authority, including without limitation under the Antitrust Laws, in order to consummate the transactions contemplated by hereby, and (ii) use reasonable best efforts to give any notices to third parties specified on Schedule 6.1(a)(ii) and to obtain as 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 AgreementSection 6.1. Purchaser 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 pay 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 of the information relating to such party, and any of their respective Subsidiaries, that appears in any filing fees under the Antitrust Laws made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the performance Offer, the Merger and the other transactions contemplated hereby; provided however that such sharing of information with respect to the HSR Notification Form shall be governed by Section 6.1(c). In exercising the foregoing rights, each of the Parties under this Section 6.7Company 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 Purchaser (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 2015, file shall use reasonable best efforts to resolve any and all notices, reports and other documents required to objections that may be filed by such Party under the HSR Act asserted with respect to the transactions contemplated by hereby under any Antitrust Law as promptly as practicable. (d) Notwithstanding anything to the contrary in this Agreement; and , Parent shall use reasonable best efforts promptly not have any obligation to proffer to, or agree or consent to (or to cause any of its Subsidiaries or Affiliates or the expiration Company (including, after the Effective Time, the Surviving Corporation) or termination 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 applicable waiting periods under entities, assets, licenses, operations, rights, product lines, Intellectual Property or businesses or interests of Parent, the HSR Act; Company (including, after the Effective Time, the Surviving Corporation), or any of their respective Subsidiaries or Affiliates, (ii) promptly make all filingsterminate, and use reasonable best efforts to timely obtain all consentsamend or assign any existing relationships or contractual rights or obligations of Parent, permitsthe Company (including, authorizationsafter the Effective Time, waiversthe Surviving Corporation), clearances and approvalsor any of their respective Subsidiaries or Affiliates, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by 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 DOJ 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 FTC under ability of Parent, the HSR Act Company (including, after the Effective Time, the Surviving Corporation), or by any other 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 Authority Body in connection with the transactions contemplated by this Agreementhereby, as well as neither the Company nor its Subsidiaries shall, without Parent’s prior written consent in Parent’s sole discretion, discuss or commit to any information required action referred to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; clauses (i) through (iv) use reasonable best efforts above. (e) Nothing in this Agreement shall require, or be construed to cause require, Parent or any of its Affiliates to take any other action under this Section 6.1 if the DOJ or the FTC authorizes its staff to seek a preliminary injunction or restraining order to enjoin the consummation of the Transactions. (f) No party hereto shall take any action that is intended to or would reasonably be takenexpected to adversely affect or materially delay its ability or the ability of any other party hereto to perform its covenants and agreements under this Agreement or to consummate the Offer, on a timely basis, all the Merger and the other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the transactions contemplated by this Agreement; provided that the Company Group and their respective Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company Group and their respective Subsidiaries only in the event the Closing occurs; provided, further, that, subject to the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective Subsidiaries shall 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 Purchaser. (c) Without limiting the generality of anything contained in this Section 6.7, each Party hereto shall (i) give the other Parties prompt notice of the making or commencement of any request, litigation, hearing, examination or Action with respect to the transactions contemplated by this Agreement, (ii) keep the other Parties reasonably informed as to the status of any such request, litigation, hearing, examination or Action, (iii) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the transactions contemplated by this Agreement, or regarding any such request, litigation, hearing, examination or Action, and provide a copy of all written communications and (iv) pull and re-file any notice under the HSR Act only if the other Parties

Filings and Approvals. (a) Without limiting the generality of anything contained in this Section 6.7, each of the Sellers, the The Company and Purchaser 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, and in no event later than the Outside Date, 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 (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental AuthorityBody, including without limitation under the Antitrust Laws, in order to consummate the Mergers and the other transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws in connection with the performance of the Parties under this Section 6.7. (b) In furtherance and not in limitation of the foregoing, each of the Company and Purchaser Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 2015the 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 party under the HSR Act with respect to the Mergers and the other transactions contemplated by this Agreement; and shall (ii) 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); (iiiiv) 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 Authority Body under any other applicable Antitrust Laws in connection with the Mergers and the other transactions contemplated by this Agreement, Agreement as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; (ivv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Mergers and the other transactions contemplated by this Agreement; and (vvi) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvalsor approval, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Mergers and the other transactions contemplated by this Agreement; provided that the Company Group and their respective 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 Group and their respective or its Subsidiaries only in the event the Closing occurs; provided, further, that, subject to the obligations of Purchaser Parent set forth in Section 6.7(d)-(fSections 6.1(d) and 6.1(e), the Company Group and their respective 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 PurchaserParent. (c) Without limiting the generality of anything contained in this Section 6.76.1, each Party party hereto shall (i) give the other Parties parties prompt notice of the making or commencement of any request, litigationinquiry, hearinginvestigation, examination action or Action 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 parties reasonably informed as to the status of any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, (iii) promptly inform the other Parties parties of any communication to or from the FTC, DOJ or any other Governmental Authority Body to the extent regarding the Mergers and the other transactions contemplated by this Agreement, or regarding any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal 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 Partiesparties 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 50 no later than three (3) business days prior to the End Date), including without limitation (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the divestiture, sale, license, transfer, assignment or other disposition of assets or businesses of Parent or 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) Without limiting the generality of anything contained in this Section 6.7, each of the Sellers6.1, the Company and Purchaser 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, and in no event later than the Outside Date, 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 (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental AuthorityBody, including without limitation under the Antitrust Laws, in order to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws in connection with the performance of the Parties under this Section 6.7. (b) In furtherance and not in limitation of the foregoing, each of the Company and Purchaser Parent (and their respective Affiliates, if applicable) shall: (i) (x) promptly, but in no event later than April 20, 2015nine business days following the date hereof, file any and all notices, reports and other documents required to be filed by such Party party under the HSR Act and in no event later than nine business days following the date hereof, file any and all notices, reports and other documents required to be filed by such party under any other applicable Antitrust Laws (to the extent required) with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; , and shall (y) use reasonable best efforts to promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement; . 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 necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.1 as “Counsel Only Material”, which such material and the information contained therein shall be given only to the in house and outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. (c) Without limiting the generality of anything contained in this Section 6.1, but subject to Parent’s rights under clause (I) of the preceding paragraph (a), each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding and (iii) promptly inform the other parties of any communication to or from the FTC, DOJ or any other Governmental Body to the extent regarding the Offer, the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, action or Legal Proceeding, and provide a copy of all written communications, provided that Parent shall control any decisions and determine whether to pull and re-file any notice under any applicable Antitrust Laws. Subject to applicable Law, in advance and to the extent practicable, each of Parent or Company, as the case may be, will consult the other on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; 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 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) Notwithstanding anything to the contrary set forth in this Agreement, with respect to the matters set forth in this Section 6.1, (x) none of Parent, Purchaser or any of their Subsidiaries shall be required to, and the Company Group and may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of the assets or business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of assets or business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries (any of the foregoing, a “Burdensome Condition”); (y) the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company Group and their respective or its Subsidiaries only in the event the Closing occurs; provided, further, that, and (z) subject to the obligations of Purchaser Parent set forth in this Section 6.7(d)-(f)6.1, the Company Group and their respective 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 PurchaserParent 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. (ce) Without limiting the generality of Notwithstanding anything else contained in this Section 6.7Agreement, each 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 hereto shall to obtain any governmental approvals or clearances (iincluding under any Antitrust Law) give the other Parties prompt notice of the making or commencement of any request, litigation, hearing, examination or Action with respect to any Acquisition Proposal. (f) No party hereto shall take any action that is intended to or would reasonably be expected to adversely affect or materially delay its ability or the ability of any other party hereto to perform its covenants and agreements under this Agreement or to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, . (iig) keep Parent shall pay all of the other Parties reasonably informed as filing fees payable pursuant to the status of any such request, litigation, hearing, examination or Action, (iii) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the transactions contemplated by this Agreement, or regarding any such request, litigation, hearing, examination or Action, and provide a copy of all written communications and (iv) pull and re-file any notice under the HSR Act only if the other PartiesAntitrust Laws.

Filings and Approvals. (a) Without limiting the generality of anything contained in this Section 6.7, each of the Sellers6.1, the Company and Purchaser 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 and applicable Law Legal Requirements to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as reasonably practicable, and in no event later than the Outside Date, 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 (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental Authority, including without limitation under the Antitrust Laws, in order to consummate the transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the Antitrust Laws Body or other Person in connection with the performance consummation of the Parties under this Section 6.7Transactions. (b) In furtherance and not in limitation of the foregoing, each of the Company Company, Parent and Purchaser shall (and they shall cause their respective Affiliates, if applicable) shall: , to): (i) promptly, but in no event later than April 20November 15, 20152013 (or such later date that the Company and Parent may mutually agree to), file (and in any event the Company shall file within five (5) days after Parent files (or, if the fifth day is a Saturday or Sunday, the next subsequent Business Day)) any and all notices, reports and other documents required to be filed by such Party party under the HSR Act with respect to the transactions contemplated by this AgreementOffer and the Merger and the other Transactions; and shall use commercially reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority Body in connection with the transactions contemplated by this Agreement, Transactions as well as any information required to be submitted to comply with, with a request for additional information in order to commence or end a statutory waiting period; and (iviii) use commercially reasonable best efforts to take or cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the transactions contemplated by this AgreementTransactions; provided that the Company Group and their respective 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 Group and their respective Subsidiaries Acquired Corporations only in the event the Closing occurs; and provided, further, that, subject to the obligations of Purchaser requirements set forth in Section 6.7(d)-(f6.1(d), the Company Group and their respective 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 PurchaserParent. (c) Without limiting the generality of anything contained in this Section 6.76.1, subject to any applicable Legal Requirements, each Party party hereto shall (i) give the other Parties parties prompt notice of the making or commencement of any request, litigationinquiry, hearinginvestigation, examination action or Action Legal Proceeding by or before any Governmental Body with respect to the transactions contemplated by this AgreementTransactions of which such party had knowledge, (ii) keep the other Parties parties reasonably informed as to the status of any such request, litigationinquiry, hearinginvestigation, examination action or Action, Legal Proceeding and (iii) promptly inform the other Parties parties of any communication to or from the FTC, DOJ or any other Governmental Authority Body to the extent regarding the transactions contemplated by this Agreement, Transactions or regarding any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, and provide a copy of all written communications communications. Parent and the Company shall have the right to review (and have their respective counsel review) in advance, and to the extent practicable each will consult the other on, all material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Body in connection with the Offer and the Transactions and shall consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be. In addition, each party hereto will (A) except as may be prohibited by any Legal Requirement, permit authorized Representatives of the other party to have access to and be consulted in connection with any proposed written material communication to any Governmental Body in connection with the Transactions contemplated hereby, and (ivB) pull and re-file any notice under the HSR Act only if as circumstances reasonably permit, consult with the other Partiesparty 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 meetings and conferences. (d) Nothing in this Section 6.1 or elsewhere in this Agreement shall require, or be construed to require, Parent or any of its Affiliates (including Purchaser) to (i) propose, negotiate, commit to 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 Affiliates, or of the Acquired Corporations, (ii) otherwise take or commit to take any action that would limit the freedom of action of Parent, its Subsidiaries (including the Surviving Corporation and the Acquired Corporations) 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 Corporations) in each case as may be required to avoid the entry of, or to effect the dismissal or termination of, any injunction, temporary restraining order or other order in any Legal Proceeding, or (iii) defend any lawsuit or other Legal Proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or any of the other Transactions (other than the defense against any request for preliminary relief).

Filings and Approvals. (a) Without limiting Each party will use all reasonable efforts and will cooperate with the generality other in the preparation and filing, as soon as practicable, of anything contained in all applications or other documents required to obtain the requisite approvals of and consents to the Merger and other transactions contemplated by this Section 6.7Agreement, from the Federal Reserve Board, the Division of Finance and the FDIC as applicable, and from any other applicable bank regulatory authorities and provide copies of nonconfidential portions of such applications, filings and related correspondence to the other parties. Prior to filing each application, notice or other documents with the applicable regulatory authority, each party will provide the other party with an opportunity to review and comment on the nonconfidential portions of each such application, notice or other document. Each party shall ensure that none of the Sellersinformation supplied or to be supplied by it for inclusion or incorporation by reference in any documents to be filed with the Federal Reserve Board, the Company Division of Finance, the FDIC or any other regulatory agency in connection with the transactions contemplated hereby will, at the time of filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein. Subject to the terms and Purchaser shall cooperate with conditions herein provided, each other and party will use (and shall cause their respective Subsidiaries to use) their all 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, all things, reasonably things necessary, proper or advisable on its part under this Agreement to cause the conditions herein provided, each party will use all reasonable efforts to take, or cause to be taken, all actions and applicable Law to do, or cause to be done, all things necessary, proper or advisable to cause the conditions set forth in Article IX to be satisfied, including participating in any required hearings or proceedings, and to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, and in no event later than the Outside Date, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain make effective as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental Authority, including without limitation under the Antitrust Laws, in order to consummate the transactions contemplated by this Agreement. Purchaser Each party shall pay keep the other advised of all filing fees under the Antitrust Laws material regulatory developments in connection with the performance of the Parties under this Section 6.7a timely manner. (b) In furtherance and not in limitation the event of a restraining order or injunction which prevents the Closing by reason of the foregoingoperation of Section 9.1(a), each of the Company Sac River and Purchaser (and Bancshares shall use their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20, 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 transactions contemplated by this Agreement; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority in connection with the transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause such order or injunction to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC lifted and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect Closing to the transactions contemplated by this Agreement; provided that the Company Group and their respective Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company Group and their respective Subsidiaries only in the event the Closing occurs; provided, further, that, subject to the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective Subsidiaries shall 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 Purchaserconsummated as soon as reasonably practicable. (c) Without limiting the generality of anything contained in this Section 6.7, each Party hereto shall (i) give the other Parties prompt notice of the making or commencement of any request, litigation, hearing, examination or Action with respect to the transactions contemplated by this Agreement, (ii) keep the other Parties reasonably informed as to the status of any such request, litigation, hearing, examination or Action, (iii) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the transactions contemplated by this Agreement, or regarding any such request, litigation, hearing, examination or Action, and provide a copy of all written communications and (iv) pull and re-file any notice under the HSR Act only if the other Parties

Filings and Approvals. (a) Without limiting the generality of anything contained in this Section 6.7, each of the Sellers6.2, the Company and Purchaser 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, and in no event later than the Outside Date, 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 (including, without limitation, with respect to obtaining releases of Encumbrances under the Loan and Security Agreement) and/or any Governmental Authority, including without limitation under the Antitrust Laws, Body in order to consummate the transactions contemplated by this Agreement. Purchaser shall pay all filing fees under Offer and the Antitrust Laws Transactions; provided, that, in connection with obtaining any waivers and consents, the performance Company shall not agree to any change to such Contracts that would be adverse to the interest of the Parties under this Section 6.7Company, its Subsidiaries or, after the Merger, Parent without the prior written consent of Parent. (b) In furtherance and not in limitation of the foregoing, each of the Company Company, Parent and Purchaser (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than April 20February 6, 20152012, file any and all notices, reports and other documents required to be filed by such Party party under the HSR Act with respect to the Offer and the Merger and the other transactions contemplated by this Agreementhereby; and shall use commercially reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; and (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws the GWB (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Authority Body in connection with the transactions contemplated by this Agreement, Transactions as well as any information required to be submitted to comply with, or a statement of reasons for noncompliance with, a request for additional information in order to commence or end a statutory waiting period; , (iv) use commercially reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; Transactions, and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Authority Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the transactions contemplated by this AgreementTransactions; provided that the Company Group and their respective 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 Group and their respective Subsidiaries Acquired Corporations only in the event the Closing occurs; provided, further, that, subject to further that the obligations of Purchaser set forth in Section 6.7(d)-(f), the Company Group and their respective 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 PurchaserParent. (c) Without limiting the generality of anything contained in this Section 6.76.2, each Party party hereto shall (i) give the other Parties parties prompt notice of the making or commencement of any request, litigationinquiry, hearinginvestigation, examination action or Action Legal Proceeding by or before any Governmental Body with respect to the transactions contemplated by this AgreementTransactions, (ii) keep the other Parties parties reasonably informed as to the status of any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, (iii) promptly inform the other Parties parties of any communication to or from the FTC, DOJ or any other Governmental Authority Body to the extent regarding the transactions contemplated by this Agreement, Transactions or regarding any such request, litigationinquiry, hearinginvestigation, examination action or ActionLegal Proceeding, and provide a copy of all written communications and (iv) pull and re-file refile any notice under the HSR Act only if the other Partiesparties agree. Subject to Legal Requirements relating to the sharing of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer and the Transactions (including the Offer Documents and the Proxy Statement) and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; provided, however, that with respect to any documents or materials required to be filed under the HSR Act or the GWB, or other laws of any other applicable jurisdiction that contain information that is confidential or proprietary to the providing party (including any so called 4(c) or 4(d) documents), such party shall not be required to provide such information to the other party and may submit such information directly to the third party and/or Governmental Body; provided, further, that if review of any information would be material in connection with any second request (or similar process outside of the United States) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties provided that such counsel shall not disclose such information to such other parties 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 Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Transactions, 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) Nothing in this Section 6.2 shall require, or be construed to require, Parent to agree to commit to any divestitures or licenses or to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale or license, or agreement to sell or license by the Company, of any of its assets or businesses) or to agree to any changes or restrictions in the operations of any such assets or businesses in each case to the extent such action would reasonably be expected to, individually or in the aggregate, (x) restrict in any material respect or otherwise negatively and materially impact the operation or ownership by Parent, the Surviving Corporation, the Company and/or any of their respective Subsidiaries or Affiliates of the Shares, the businesses or assets of the Surviving Corporation, the Company and/or their Subsidiaries, taken as a whole or (y) restrict in any material respect or otherwise negatively and materially impact the operations, businesses or assets of Parent and its Affiliates (excluding the Company and its Subsidiaries), taken as a whole (it being agreed and understood that materiality for purposes of this clause (y) shall be determined assuming Parent and its Affiliates, taken as a whole, were the size of the Company and its Subsidiaries, taken as a whole).