Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, RMSI and Xxxxxxx shall: (a) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement, and the other Ancillary Agreements. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests of the other parties hereto and their counsel in connection with the consummation of the transactions contemplated hereby.

Filings; Other Action. Subject to (a) Each of the terms Company, Parent and conditions herein --------------------- provided, RMSI and Xxxxxxx Merger Sub shall: (ai) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the Exchange Act and other applicable Legal Requirements with respect to the Transactions; and (ii) use all its reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate to consummate for the purpose of consummating and make effective effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub shall promptly provide all information requested by any Governmental Entity in connection with the Transactions. (b) Without limiting the generality of anything contained in Section 5.06(a) or Section 5.06(c), each party hereto shall: (i) give the other Ancillary Agreementsparties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Transactions; (ii) keep the other parties 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 any Governmental Entity regarding the Transactions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers Each party hereto will consult and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests the other parties and will consider in good faith the views of the other parties hereto and their counsel in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties 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 Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.06, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Entity or other Person with respect to the Transactions. Without limiting any other provision hereof, Parent and the Company shall each use its reasonable best efforts to (i) avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the consummation of the transactions contemplated herebyTransactions on or before the Outside Date, including by defending through litigation on the merits any claim asserted in any court by any Person, and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to the Transactions so as to enable the consummation of the Transactions to occur as soon as reasonably possible (and in any event no later than the Outside Date); except that Parent need do no such thing that would prevent it from achieving in substantial measure all of the benefits it intended to achieve via the Transactions.

Filings; Other Action. Subject to (a) Each of the terms Company and conditions herein --------------------- provided, RMSI and Xxxxxxx the Parent Parties shall: (a) use all reasonable best efforts to cooperate with one another in (i) determining which promptly (and in no event later than the date that is ten (10) Business Days after the date hereof) make and effect all registrations, filings are and submissions required to be made prior or effected by it pursuant to the Effective Time with, Exchange Act and which consents, approvals, permits or authorizations are required to be obtained prior other applicable Law with respect to the Effective Time from, governmental or regulatory authorities of the United States, the several states, Mergers; (ii) use commercially reasonable efforts to obtain all consents and foreign jurisdictions and any approvals required from third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements Transactions; and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (biii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate for the purpose of consummating and effectuating the Transactions; provided, however, that in no event shall the Company be required to consummate and make effective the transactions contemplated by this Agreementpay, and the other Ancillary Agreements. If, at any time after prior to the Effective Time, any further fee, penalty or other consideration to any Person for any consent or approval required for the consummation of any of the Transactions. (b) Without limiting the generality of anything contained in Section 6.3(a), subject to applicable Law, each party hereto shall: (i) give the other parties prompt written notice of the making or commencement of any request, inquiry, investigation, action is necessary or desirable Legal Proceeding by or before any Governmental Entity with respect to carry out the purpose Mergers or any of this Agreement the other Transactions; (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; and (iii) promptly inform the Ancillary Agreements, other parties of (and provide copies of) any communication to or from any Governmental Entity regarding the proper officers Mergers and directors of Xxxxxxx keep the other parties reasonably informed regarding any substantive communications to or from a third party regarding the Mergers. Each party hereto will consult and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests the other parties and will consider in good faith the views of the other parties hereto and their counsel in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties 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 Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Mergers or any of the other Transactions and such litigation, action or Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the transactions contemplated herebyMergers or the other Transactions, the Parent Parties and the Company shall use reasonable best efforts to resolve any such litigation, action or Legal Proceeding and each of the Company and the Parent Parties shall cooperate with each other and use its respective 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 or the other Transactions.

Filings; Other Action. Subject to (a) Each of the terms Company, Parent and conditions herein --------------------- provided, RMSI and Xxxxxxx Merger Sub shall: (ai) promptly (and, with respect to any filings under the HSR Act, in no event later than the date that is five (5) Business Days after the date hereof) use all reasonable best efforts to cooperate with one another in (i) determining which make and effect all registrations, filings are and submissions required to be made prior or effected by it or otherwise advisable pursuant to the Effective Time withHSR Act, any other applicable Antitrust Laws, the Exchange Act and which consents, approvals, permits or authorizations are required to be obtained prior other applicable Law with respect to the Effective Time from, governmental or regulatory authorities of Offer and the United States, the several states, Merger; (ii) use commercially reasonable efforts to obtain all other consents and foreign jurisdictions and any third parties approvals required from Third Parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements Transactions; and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (biii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate for the purpose of consummating and effectuating the Transactions; provided, however, that in no event shall the Company be required to consummate and make effective the transactions contemplated by this Agreementpay, and the other Ancillary Agreements. If, at any time after prior to the Effective Time, any further fee, penalty or other consideration to any Person for any consent or approval required for the consummation of any of the Transactions. Without limiting the generality of the foregoing, each of Parent and Merger Sub (A) shall promptly use its best efforts to provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other Transactions and (B) shall use its reasonable best efforts to promptly take, and to cause its Affiliates to take, all actions and steps necessary to obtain and secure the expiration or termination of any applicable waiting periods under the HSR Act or any other applicable Antitrust Laws and obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, or any other Governmental Entity in connection with the Transactions as soon as possible, but in any event no later than ten (10) Business Days prior to the End Date. (b) Without limiting the generality of anything contained in Section 6.3(a), subject to applicable Law, each party hereto shall: (i) give the other parties prompt written notice of the making or commencement of any request, inquiry, investigation, action is necessary or desirable Legal Proceeding by or before any Governmental Entity with respect to carry out the purpose of this Agreement Offer or the Ancillary AgreementsMerger or any of the other Transactions; (ii) keep the other parties 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 U.S. Federal Trade Commission, the proper officers U.S. Department of Justice or any other Governmental Entity regarding the Offer or the Merger. Each party hereto will consult and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests the other parties and will consider in good faith the views of the other parties hereto and their counsel in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties 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 Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) Subject to the timing deadlines referenced above in Section 6.3(a), in the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Offer or the Merger or any of the other Transactions and such litigation, action or Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the transactions contemplated herebyOffer or the Merger or the other Transactions, Parent and Merger Sub shall take any and all reasonable actions to resolve any such litigation, action or Legal Proceeding and 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 Legal Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or the other Transactions. (d) Neither Parent nor Merger Sub shall, nor shall they permit their Subsidiaries or direct or indirect related parent companies to, acquire or agree to acquire any rights, interests, 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 Offer or the Merger or the other Transactions or otherwise not complying with the requirements of this Section.

Filings; Other Action. Subject to (a) Each of the terms Company Parties and conditions herein --------------------- provided, RMSI and Xxxxxxx the Parent Parties shall: (ai) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the Exchange Act and other applicable Law with respect to the Mergers; (ii) use commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate for the purpose of consummating and effectuating the Transactions, including if necessary the divestiture, hold separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies; provided, however, that (A) without the prior written consent of Parent, in no event shall any Company Party (x) take any action referenced in clause (iii) above relating to consummate the divestiture, holding separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions and (B) in no event shall any of the Parent Parties or any of their Affiliates be required to pay any fee, penalty or other consideration, make effective any commitment or incur any Liability to any Person for any consent or approval in connection with the transactions contemplated by Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.4 or elsewhere in this Agreement shall require the Parent Parties to take or agree to take any action with respect to any of their Affiliates, including selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to any assets, rights, products, licenses, businesses, operations, or interest therein, of any such Affiliates or any direct or indirect portfolio companies (as such term is understood in the private equity industry) of investment funds advised or managed by one or more Affiliates of the Parent Parties. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize any adverse effect upon the Company and the other Ancillary Agreements. IfParent and their respective Affiliates and business resulting, at any time or which would reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. (b) Without limiting the generality of anything contained in Section 5.4(a), subject to applicable Law, each party shall: (i) give the other parties prompt written notice of the making or commencement of any further request, inquiry, investigation, action is necessary or desirable Legal Proceeding by or before any Governmental Entity with respect to carry out the purpose Merger or any of this Agreement the other Transactions; (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; and (iii) promptly inform the Ancillary Agreementsother parties of (and provide copies of) any communication to or from any Governmental Entity and keep the other parties reasonably informed regarding any substantive communications to or from a third party, in each case regarding the proper officers Mergers or other Transactions. Each party hereto will have the right to review in advance, and directors of Xxxxxxx each party will consult and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests the other parties and will consider in good faith the views of the other parties hereto and their counsel in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with the Transactions. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party will permit authorized Representatives of the other parties 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 in writing to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) In the event that any Legal Proceeding is commenced challenging the Mergers or any of the other Transactions and such Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the transactions contemplated herebyMergers or the other Transactions, the Parent Parties and the Company Parties shall use reasonable best efforts to resolve any such Legal Proceeding and each of the Parent Parties and the Company Parties shall cooperate with each other and use their respective reasonable best efforts to contest any such Legal 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 or the other Transactions.

Filings; Other Action. Subject to (a) Upon the terms and conditions herein --------------------- provided, RMSI and Xxxxxxx shall: (a) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior subject to the Effective Time withconditions set forth in this Agreement (including Section 5.2), each of the Company Parties and the Parent Parties shall, and which consentsshall cause their respective Subsidiaries and respective Affiliates to, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all its commercially reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all other things necessary, proper or appropriate advisable under applicable to consummate and make effective effective, as promptly as practicable, the transactions contemplated by this Agreement, Mergers and the other Ancillary Agreements. IfTransactions, at any time after including: (i) the Effective Time, any further action is necessary or desirable to carry out the purpose taking of this Agreement or the Ancillary Agreements, the proper officers and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests actions necessary to cause the conditions to Closing set forth in Article 6 to be satisfied, (ii) the obtaining of the other parties hereto all necessary actions or nonactions, waivers, consents and their counsel approvals from Governmental Entities necessary in connection with the consummation of the transactions contemplated herebyMergers and the Transactions and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity or other Persons necessary in connection with the consummation of the Mergers and the Transactions, (iii) subject to Section 5.11, the defending of any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the Transactions, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other Order, whether temporary, preliminary or permanent, entered by any court or other Governmental so as to enable the Closing to occur as soon as reasonably possible, (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and the Transactions and to fully carry out the purposes of this Agreement and (v) cooperate in any financing pursued by Buyer in connection with this Transactions. Notwithstanding anything to the contrary in this Agreement, in no event shall the Parent Parties, the Company or any of their respective Subsidiaries or Affiliates be required to agree to, enter into, or offer to enter into any agreement or consent order requiring divestiture of any assets, hold-separate, business limitation, conduct remedy, or similar arrangement or undertaking in connection with this Agreement, the Mergers or the Transactions. (b) Each of the parties shall, and shall cause their respective Affiliates to, furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including promptly informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Entity with respect to this Agreement. To the extent reasonably practicable and permitted by a Governmental Entity, the parties and their Representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Mergers and the Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. The parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 5.4 as “outside counsel only”. Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or trustees of the recipient without the advance written consent of the party providing such materials. To the extent reasonably practicable, no party shall, nor shall a party permit its Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In addition to and without limiting the foregoing, each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use its reasonable best efforts to give any notices to Third Parties, and each of Parent and the Company shall, and shall cause each of their respective Affiliates to, use its reasonable best efforts to obtain any Third Party consents not covered by Section 5.4(a) and Section 5.4(b) that are necessary, proper or advisable to consummate the Mergers and the Transactions.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, RMSI and Xxxxxxx shall: (a) Each party shall, and shall cause its Affiliates to, cooperate and consult with the other and use all reasonable best efforts to cooperate with one another prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement or by the Other Transaction Documents, and to perform the covenants contemplated hereby and thereby. Each party shall execute, and cause its Affiliates to execute, as applicable, and deliver both before and after the Closing such further certificates, agreements and other documents and to take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. Each Investor and the Company will have the right to review in (i) determining which filings are required to be made prior advance, and to the Effective Time extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, and which consentsor written materials submitted to, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties party or any Governmental Entity in connection with the execution and delivery of transactions contemplated by this Agreement and by the Other Transaction Documents. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other agreements contemplated hereby (party apprised of the "Ancillary Agreements") status of matters referred to in this Section 6.1(a). Each Investor and the consummation Company shall promptly furnish the other with copies of written communications received by it or its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by such agreements and this Agreement or the Other Transaction Documents (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; other than any portions thereof that relate to confidential supervisory matters). (b) Unless this Agreement has been terminated pursuant to Section 7.1, the Company shall take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”), as promptly as practicable after the SEC confirms that it has no further comments on the Company Proxy Statement to vote on proposals (collectively, the “Shareholder Proposals”) to approve the following: (A) the authorization and issuance of the shares of Common Stock or Series B-1 Preferred Stock to be issued upon conversion of the Series B Preferred Stock, and the issuance of shares of Common Stock to be issued upon conversion of the Series B-1 Preferred Stock for purposes of Rule 4350 of the Nasdaq Marketplace Rules, (B) any increase in the size of the Board of Directors as required by Section 6.2 hereof, and (C) any other proposals necessary to permit the Company to issue the Series B-1 Preferred Stock or Common Stock issuable upon conversion of the Series B Preferred Stock, and the issuance of shares of Common Stock to be issued upon conversion of the Series B-1 Preferred Stock, in accordance with the Preferred Stock Certificate of Determination. The Board of Directors shall, to the extent consistent with its fiduciary duties, unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposals (the “Board Recommendation”). In connection with the Company Shareholders Meeting, the Company shall promptly prepare (and each Investor will reasonably cooperate with the Company to prepare) and file (but in no event more than thirty business days after the date of the Closing) with the SEC a preliminary proxy statement (which shall include the Board Recommendation)(the “Preliminary Proxy Statement”), shall use all its reasonable best efforts to obtain in writing respond to any consents required from third parties comments of the SEC or its staff and to effectuate cause a definitive proxy statement (which shall include, to the Merger and extent consistent with its fiduciary duties, the transactions contemplated hereby and Board Recommendation) (“the “Definitive Proxy Statement” and, together with the Preliminary Proxy Statement, the “Proxy Statement”) related to the Company Shareholders Meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the Ancillary AgreementsSEC, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) shall use all its reasonable best efforts to takesolicit proxies for approval of the Shareholder Proposals by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote (the “Requisite Shareholder Approval”), and take all other reasonable actions necessary or advisable to secure the Requisite Shareholder Approval; provided, however, that the Company may extend the date of the Company Shareholders Meeting to the extent (x) necessary in order to obtain a quorum of its shareholders or (y) the Company reasonably determines that such delay is required by Applicable Law. The Company shall notify the Manager promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such Proxy Statement or for additional information and will supply the Manager with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such Proxy Statement. If at any time prior to the Company Shareholders Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement, to the extent consistent with fiduciary duties of the board of directors. The Manager, each Investor and the Company agrees promptly to correct any information provided by it or on its behalf for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investors prior to filing any Proxy Statement, or cause any amendment or supplement thereto, and provide each Investor with a reasonable opportunity to comment thereon. In the event that the approval of any of the Shareholder Proposals is not obtained at such meeting, the Company shall include a proposal to approve (and, to the extent consistent with its fiduciary duties, the Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its shareholders no less than once in each subsequent six month period, capped at a maximum of four additional meetings. (c) Each Investor, on the one hand, and the Company, on the other hand, agrees, upon request, to furnish the other party with all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be takenreasonably necessary or advisable in connection with the Proxy Statement and any other statement, all filing, notice or application made by or on behalf of such other action party or any of its Subsidiaries to any Governmental Entity in connection with the Closing and do, or cause to be done, all the other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement, Agreement and the other Ancillary Agreements. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests of the other parties hereto and their counsel in connection with the consummation of the transactions contemplated herebyOther Transaction Documents.

Filings; Other Action. Subject to (a) Each of the terms Company, Parent and conditions herein --------------------- provided, RMSI and Xxxxxxx Acquisition Sub shall: (ai) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Laws with respect to the Offer and the Merger; and (ii) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement (including without limitation cooperating with each other to consummate identify and make effective thereafter seek to obtain any consents, approvals or waivers required from third parties). Without limiting the generality of the foregoing, each of Parent, Acquisition Sub and the Company agrees to use its reasonable best efforts to (A) promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, and (B) promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. (b) Without limiting the generality of anything contained in Section 5.4(a) or 5.4(c), each party hereto shall (1) give the other Ancillary Agreements. Ifparties prompt notice of the commencement of any investigation, at action or legal proceeding by or before any time after Governmental Entity with respect to the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement Offer or the Ancillary AgreementsMerger or any of the other transactions contemplated by this Agreement, (2) keep the other parties informed as to the status of any such investigation, action or legal proceeding, and (3) promptly inform the other parties of any communication to or from the Federal Trade Commission, the proper officers Department of Justice or any other Governmental Entity regarding the Offer or the Merger. Each party hereto will consult and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests the other parties and will consider in good faith the views of the other parties hereto and their counsel in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any investigation, action or legal proceeding under or relating to the HSR Act or any other federal or state antitrust, competition or fair trade Law. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any investigation, action or legal proceeding under or relating to the HSR Act or any other federal or state antitrust, competition or fair trade Law or any other similar investigation, action or legal proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to any such 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 Entity in connection with any such investigation, action or legal proceeding. (c) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a) and Section 5.4(b), if any objections are asserted with respect to the transactions contemplated hereby under any antitrust Law or if any suit is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other U.S. or foreign Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Acquisition Sub and the Company shall use reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. (d) Without limiting the generality of anything contained in Section 5.4, the Company, Parent and Acquisition Sub shall each use their reasonable best efforts to cause all Offer Conditions to be satisfied on a timely basis (to the extent the satisfaction of such Offer Conditions is within their respective direct or indirect control) and to cause the Offer to be consummated. (e) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any United States federal or state or foreign Governmental Entity of competent jurisdiction challenging any transaction contemplated by this Agreement as violative of any antitrust Law, it is expressly understood and agreed that: (i) Parent and the Company shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Parent shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for a Divestiture.

Filings; Other Action. Subject to the terms The Company, Nemetschek, and conditions herein --------------------- provided, RMSI and Xxxxxxx Acquisition shall: (a) to the extent required, promptly make all filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all reasonable best efforts to cooperate with one another in to (i) determining determine which filings Authorizations are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements hereby, and (ii) timely making make and seek all such filings and timely seeking all such consents, approvals, permits or authorizationsAuthorizations; (bc) use all reasonable best efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to the Company, Nemetschek, and Acquisition necessary to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and XxxxxxxMerger; and (cd) use all reasonable best efforts to promptly take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to satisfy the conditions set forth in Article VIII and to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein as soon as practicable, including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation; provided, however, that notwithstanding anything to the contrary in this Agreement, and the other Ancillary Agreements. Ifno party nor any of its Affiliates shall be required to make any disposition of, at or enter into any time after the Effective Timeagreement to hold separate, any further asset or business and no party hereto nor any of their Affiliates shall be required to make any payment of money nor shall any party or its Affiliates be required to comply with any condition or undertaking or take any action is necessary which, individually or desirable in the aggregate, would materially adversely affect the economic benefits to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests of the other parties hereto and their counsel in connection with the consummation party of the transactions contemplated hereby, taken as a whole, or materially adversely affect any other business of such party; and (e) not take any action that might reasonably be expected to impair the ability of the parties to consummate the Merger at the earliest possible time.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, RMSI each appropriate Party shall (i) promptly, and Xxxxxxx shall: in any event not later than fifteen (a15) business days after the date hereof, make or cause to be made their respective filings and thereafter promptly make any other required submissions under the HSR Act, (ii) use all reasonable best efforts to cooperate with one another in (iA) determining which whether any filings are required to be made prior to the Effective Time with, and which or consents, approvalspermits, permits authorizations or authorizations approvals are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties party or Governmental Entity in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements hereby and (iiB) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, permits or authorizations; and (biii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action such actions and do, or cause to be done, all other things as the Parties may agree are necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated by this Agreement, hereby. Each of (i) Buyer and (ii) the Companies will provide to the other Ancillary Agreements. If, at copies of all correspondence between it (or its advisors) and any time after the Effective Time, Governmental Entities with regulatory jurisdiction over enforcement of any further action is necessary or desirable applicable antitrust laws ("Government Antitrust Entity") relating to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests any of the other parties hereto matters described in this Section 5.3 and their counsel in connection will consult with the consummation of other Parties with respect to any communications by it or its advisors with any Government Antitrust Entity regarding the transactions contemplated herebyhereby or any of the matters described in this Section 5.3. Notwithstanding any of the foregoing, no failure to obtain termination of the waiting period under the HSR Act shall be deemed to be a breach hereunder by the Companies, the Sellers or Buyer.

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- provided, RMSI each of the Company and Xxxxxxx shall: (a) use all reasonable best efforts to cooperate with one another in Parent shall (i) cooperate with the other in (x) determining which other notices, reports or filings are required to be made prior to the Effective Time with, and which other waivers, consents, approvals, permits approvals or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements hereby; and (iiy) timely making all such notices, reports or filings and timely seeking all such waivers, consents, approvals, permits approvals or authorizations; and (ii) furnish the other -39- 45 party with such necessary information regarding itself and its Subsidiaries and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary notices, reports or filings, or submissions of information to any Governmental Entity. (b) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger Each of Parent and the transactions contemplated hereby and by Company shall give prompt notice to the Ancillary Agreements, including without limitation other party of the required consents following: (i) the occurrence of or failure to occur of any event the occurrence or failure to occur of which would be likely to result in (A) any condition set forth on Schedule 7.3(g)in Article VII being incapable of being satisfied or (B) a Company Material Adverse Effect or a Parent Company Material Adverse Effect; (ii) any failure of such party to comply in any material respect with any of its covenants or agreements hereunder; and (iii) such party becoming aware that statements relating to such party or any of its Subsidiaries set forth in the Proxy Statement/Prospectus or the Form S-4 contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such statements therein, in form and substance reasonably satisfactory to each --------------- light of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to takethe circumstance under which they were made, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective not misleading. Notwithstanding the transactions contemplated by this Agreement, and the other Ancillary Agreements. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement or the Ancillary Agreementsforegoing, the proper officers and directors delivery of Xxxxxxx and RMSI any notice pursuant to this Section 6.2(b) shall take all not limit or otherwise affect the remedies available hereunder to the party receiving such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests of the other parties hereto and their counsel in connection with the consummation of the transactions contemplated herebynotice.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, RMSI and Xxxxxxx shall: (a) The Parties shall comply with the Laws that are applicable to any of the Contemplated Transactions and pursuant to which government notification or approval of the Contemplated Transactions is necessary. The Parties shall cooperate with each other and use all commercially reasonable best efforts to cooperate provide information required for this purpose and to promptly file with the appropriate Governmental Authorities all notifications, and applications seeking all approvals, required to consummate the Contemplated Transactions. The Parties shall use all commercially reasonable efforts to resolve any objections, if any, as may be asserted by any Governmental Entity with respect to the Contemplated Transactions. In connection with the foregoing, each Party shall promptly provide the other Parties with copies of all correspondence, filings, or communications (or memoranda setting forth the substance thereof) between such Party or any of its representatives, on the one another in hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to all filings and submissions required hereunder. (b) Without limiting the generality or effect of Section 5.3(a), (i) determining which filings are the Parties shall, as soon as practicable, file any required to be made prior to the Effective Time withnotifications or applications, and which consentsif any, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution FCC, DoD, DHS, FBI and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements DoJ and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) the Parties shall use all commercially reasonable best efforts to obtain in writing respond as promptly as practicable to all inquiries received from any consents required from third parties to effectuate such Governmental Entity for additional information or documentation. Each of the Merger and the transactions contemplated hereby and by the Ancillary AgreementsParties hereto agrees that, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions except as otherwise expressly contemplated by this Agreement, and it shall not take any action that would reasonably be expected to materially adversely affect or materially delay the other Ancillary Agreements. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement Interest Acquisition or the Ancillary Agreements, the proper officers and directors ability of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests any of the other parties Parties hereto and their counsel in connection with the consummation to satisfy any of the transactions contemplated herebyconditions to the Interest Acquisition or to consummate the Contemplated Transactions.

Filings; Other Action. (a) Each of the Company, Parent and Merger Sub shall as promptly as reasonably practicable upon such dates as are mutually agreed by the Parties, but in no event later than as required by Law, make and effect all registrations, filings and submissions required under applicable Antitrust Laws and Foreign Investment Laws and as reasonably determined by the Parties to be necessary or appropriate pursuant to other Laws with respect to the Offer, the Merger and other Transactions. Without limiting the foregoing, unless otherwise agreed by the Parties, the Company, Parent and Merger Sub shall make any filings required pursuant to the HSR Act no later than the date that is ten (10) Business Days after the date hereof. (b) Subject to the terms and conditions herein --------------------- providedof this Agreement, RMSI and Xxxxxxx shall: (a) the Parties will use all their respective reasonable best efforts to cooperate with one another consummate and make effective the Transactions and cause the conditions to the Offer and the Merger set forth in Annex I and Article 7, respectively, to be satisfied, including using reasonable best efforts to: (i) determining which filings are obtain all necessary Consents, clearances and approvals from Third Parties (including Governmental Entities) required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution Transactions (including, as appropriate, obtaining and delivery securing the expiration or termination of any applicable waiting periods under the HSR Act or other applicable Antitrust Laws required in connection with the Transactions); (ii) make all necessary registrations and filings (including filings with Governmental Entities, if any), including under the Exchange Act, and take all reasonable steps as may be necessary to obtain an approval from, or avoid a Legal Proceeding by, any Third Parties necessary in connection with the consummation of the Transactions; (iii) promptly provide any additional information to any Governmental Entity as such Governmental Entity shall reasonably request in connection with the Offer, the Merger or any of the other Transactions; and (iv) execute and deliver any additional instruments reasonably necessary to consummate the Transactions in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement; provided, however, that in no event shall the Company or any of its respective Affiliates be required to grant or offer to grant any accommodation or concession (financial or otherwise), or pay any fee, penalty or other agreements contemplated hereby (the "Ancillary Agreements") and the consummation consideration to any Person in connection with seeking or obtaining any Consent or approval to or in respect of any of the transactions contemplated by such agreements and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate Transactions unless doing so is contingent upon the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and Closing. (c) use all reasonable best efforts to Without limiting the generality of the foregoing, Parent and Merger Sub shall promptly take, or cause to be taken, all actions and steps necessary to obtain and secure the expiration or termination of any applicable waiting periods under the HSR Act or other action Antitrust Laws or Foreign Investment Laws, and do, obtain any clearance or cause approval required to be doneobtained from the U.S. Federal Trade Commission, all the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other things necessaryGovernmental Entity under any Antitrust Laws or Foreign Investment Laws, proper including resolving such objections, if any, that any Governmental Entity may assert in connection with the Transactions and to avoid or appropriate eliminate any impediment under any Antitrust Laws or Foreign Investment Laws that may be asserted by any Governmental Entity in connection with the Transactions, in each case so as to consummate enable the Closing to occur as promptly as practicable and make effective in any event prior to the transactions contemplated End Date, including (i) proposing, negotiating, committing to and effecting, by this Agreementconsent decree, and hold separate order or otherwise, the sale, divestiture, license, hold separate or other Ancillary Agreements. Ifdisposition, at any time after contemporaneously with or subsequent to the Effective Time, of any further action is necessary asset or desirable to carry out business of Parent, its Subsidiaries, the purpose Company or other Acquired Companies; (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of this Agreement Parent, Merger Sub or the Ancillary AgreementsCompany, or their respective Subsidiaries or Joint Ventures; or (iii) any other behavioral undertakings and commitments whatsoever, including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements of Parent, Merger Sub or Company or their respective Subsidiaries or Joint Ventures, in each case as may be required to obtain the termination or expiration of any applicable waiting period under any Law, to obtain any required Consent or other approval from any Governmental Entity under any Law as promptly as practicable and prior to the End Date and avoid the commencement of such Legal Proceeding and the entry of any Order without a Legal Proceeding, to prevent the entry of, or have vacated, lifted, reversed or otherwise overturned, any applicable injunction, judgment or other Order issued under any Law that would prohibit the Transactions or delay or prevent the Closing prior to the End Date, and to the extent practicable, avoid the commencement of such Legal Proceeding. (d) To assist Parent in complying with its obligations set forth in Section 6.3(c), the proper officers and directors Acquired Companies shall enter into one or more agreements requested by Parent to be entered into by any of Xxxxxxx and RMSI shall them prior to the Closing with respect to any transaction to divest, hold separate or otherwise take all such necessary any action contemplated by Section 6.3(c) with respect to the Acquired Companies, including agreements that limit the Acquired Companies’ freedom of action. Xxxxxxx and RMSI shall cooperate , ownership or control with all reasonable requests respect to, or their ability to retain or hold, directly or indirectly, any of the other parties hereto and their counsel in connection with businesses, assets, equity interests, product lines or properties (each, a “Divestiture Action”); provided, however, that the consummation of the transactions contemplated herebyprovided for in any such agreement for a Divestiture Action shall not require any payment by any Acquired Companies and shall be conditioned upon the Closing or satisfaction of all of the conditions to Closing in a case where the Closing will occur immediately following such Divestiture Action (and where Parent has irrevocably committed to effect the Closing immediately following such Divestiture Action). The Company shall not, and shall cause all of the other Acquired Companies not to, agree or commit to or undertake any Divestiture Action without the consent or request of Parent. (e) In connection with and without limiting the generality of anything contained in Section 6.3(a), subject to applicable Law, each Party shall furnish to counsel for the other Parties such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any investigation or other inquiry from a Governmental Entity or in connection with any Legal Proceeding initiated by a private party, in each case, under any applicable Antitrust Laws or Foreign Investment Laws, including (i) giving the other Parties prompt written notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding with respect to the Offer, the Merger or any of the other Transactions; (ii) keeping the other Parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; and (iii) promptly informing the other Parties of any material communication to or from any Governmental Entity regarding the Offer, the Merger or any of the other Transactions; provided, that Parent and the Company shall have no obligation to share personal identifier information and may redact or restrict communications containing confidential business information to outside counsel only consistent with customary practice. Each Party will consult and cooperate with the other Parties and will provide the other Parties with a reasonable advance opportunity to review and comment upon and will consider in good faith the views of the other Parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Entity or Third Party in connection with any such request, inquiry, investigation, action or Legal Proceeding, and shall provide copies to counsel for all Parties of such submissions subject to any redactions for privilege or confidentiality as are reasonably necessary. No Party shall enter into an agreement with any Governmental Entity extending the time for review of the Transactions or agreeing not to consummate the Transactions without the express written consent of all Parties. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each Party will give reasonable advance notice to and permit authorized Representatives of the other Parties to be present at each substantive meeting or conference (whether in person or telephonic) relating to such request, inquiry, investigation, action or Legal Proceeding and to permit the other Parties’ counsel to have access to and be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (f) In the event that any investigation or Legal Proceeding is commenced pursuant to any Antitrust Laws or Foreign Investment Laws challenging the Offer, the Merger or any of the other Transactions and such investigation or Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the Offer, the Merger or the other Transactions, Parent and Merger Sub shall take any and all action to resolve any such litigation, action or Legal Proceeding, and 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 Offer, the Merger or the other Transactions. (g) 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 any Antitrust Laws or Foreign Investment Laws with respect to the Offer, the Merger or the other Transactions. (h) The Parties will consult with each other with respect to obtaining all permits and Consents necessary to consummate the Transactions.

Filings; Other Action. Subject to (a) Each of Holdings, the terms Company, Parent and conditions herein --------------------- provided, RMSI and Xxxxxxx Acquisition Sub shall: (a) use all reasonable best efforts to cooperate with one another in (i) determining which promptly make and effect all registrations, filings are and submissions required to be made prior or effected by it pursuant to the Effective Time withHSR Act, the Exchange Act and which consents, approvals, permits or authorizations are required to be obtained prior other applicable Legal Requirements with respect to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements Merger; and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessaryactions and to execute and deliver such further documents, proper certificates and instruments necessary or appropriate or as may reasonably be requested by Parent or Holdings for the purpose of consummating, evidencing, reflecting and/or effectuating the transactions contemplated by, and to consummate carry out the intent and make effective purposes of, this Agreement. Without limiting the generality of the foregoing, each of the parties agrees to use its reasonable best efforts to (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (B) promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement and (C) seek early termination of the waiting period required under the HSR Act. (b) Without limiting the generality of anything contained in Section 5.3(a), each party hereto shall (i) give the other Ancillary Agreements. Ifparties prompt notice of the commencement of any investigation, at action or Legal Proceeding by or before any time after Governmental Entity with respect to the Effective TimeMerger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any further such investigation, action is necessary or desirable Legal Proceeding, and (iii) promptly inform the other parties of any communication to carry out or from the purpose of this Agreement or the Ancillary AgreementsFederal Trade Commission, the proper officers Department of Justice or any other Governmental Entity regarding the Merger. Each party hereto will consult and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests the other parties and will consider in good faith the views of the other parties hereto and their counsel in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any investigation, action or Legal Proceeding under or relating to the consummation HSR Act or any other federal or state antitrust, competition or fair trade law. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any investigation, action or Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust, competition or fair trade law or any other similar investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the transactions contemplated herebyother parties to be present at each meeting or conference relating to any such 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 Entity in connection with any such investigation, action or Legal Proceeding.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, RMSI and Xxxxxxx shall: (a) use all reasonable best efforts to cooperate with one another in Each of the Company, Parent and Acquisition Sub shall (i) determining which promptly make and effect all registrations, filings are and submissions required to be made prior or effected by it pursuant to the Effective Time withHSR Act, the Exchange Act and which consents, approvals, permits or authorizations are required to be obtained prior other applicable Legal Requirements with respect to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement Offer and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements Merger and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all commercially reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, on a timely basis, all other things necessary, proper actions necessary or appropriate to consummate for the purpose of consummating and make effective effectuating the transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (w) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, Orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (x) the obtaining of all necessary consents, approvals or waivers from third parties (and in connection with seeking such consents, waivers and approvals from third parties, each party shall keep the other Ancillary Agreements. Ifparties reasonably informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at any time after other party’s request, include such other party in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder); (y) except as otherwise set forth in this Section 5.4(a), the Effective Timedefending of any suits, any further action is necessary claims, actions, investigations or desirable to carry out the purpose of proceedings, whether judicial or administrative, challenging this Agreement or the Ancillary Agreements, the proper officers and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests of the other parties hereto and their counsel in connection with the consummation of the transactions contemplated hereby; and (z) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with any of the other transactions contemplated by this Agreement, (B) shall use its reasonable best efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with any of the transactions contemplated by this Agreement and (C) shall use its reasonable best efforts to avoid any administrative or judicial action or Legal Proceeding instituted (or threatened to be instituted) by a Governmental Entity challenging, or seeking to prohibit the consummation of, the transactions contemplated by this Agreement or seeking to impose an Antitrust Restraint; provided, however, that notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or any of its Subsidiaries be obligated to litigate or participate in any such litigation of any administrative or judicial action or Legal Proceeding, brought by any Governmental Entity; and (D) to the extent such action becomes a condition to granting clearance under the HSR Act or any other Significant Required Governmental Approval (as defined in Annex I), shall agree to and use reasonable best efforts to implement any divestiture or similar transaction that would not reasonably be expected to materially and adversely impair the benefits expected to be derived from the transactions contemplated hereby (provided that in the case of the Company any such divestiture or similar transaction is conditioned on the Acceptance Time having occurred). (b) Without limiting the generality of anything contained in Section 5.4(a) or Section 5.4(c), 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 Entity with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties 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 U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Offer or the Merger. 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 proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference with representatives of any Governmental Entity 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 Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) Without limiting the generality of anything contained in Section 5.4(a) or Section 5.4(b), each of the Company, Parent and Acquisition Sub shall use its commercially reasonable efforts to cause all Offer Conditions to be satisfied on a timely basis (to the extent the satisfaction of such Offer Conditions is within such party’s direct or indirect control).

Filings; Other Action. Subject to (a) Each of the terms Company, Parent and conditions herein --------------------- provided, RMSI and Xxxxxxx Merger Sub shall: (ai) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the Exchange Act and other applicable Legal Requirements with respect to the Transactions; and (ii) use all its reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate to consummate for the purpose of consummating and make effective effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub shall promptly provide all information requested by any Governmental Entity in connection with the Transactions. (b) Without limiting the generality of anything contained in Section 5.06(a) or Section 5.06(c), each party hereto shall (to the extent permitted by applicable Legal Requirements): (i) give the other Ancillary Agreementsparties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Transactions; (ii) keep the other parties 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 any Governmental Entity regarding the Transactions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers Each party hereto will consult and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests the other parties and will consider in good faith the views of the other parties hereto and their counsel in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties 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 Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.06, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Entity or other Person with respect to the Transactions. Without limiting any other provision hereof, Parent and the Company shall each use its reasonable best efforts to (i) avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the consummation of the transactions contemplated herebyTransactions on or before the Outside Date, including by defending through litigation on the merits any claim asserted in any court by any Person, and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to the Transactions so as to enable the consummation of the Transactions to occur as soon as reasonably possible (and in any event no later than the Outside Date); except that Parent need do no such thing that would prevent it from achieving in substantial measure all of the benefits it intended to achieve via the Transactions. (d) For avoidance of doubt, the parties recognize that Parent shall, upon issuance thereof, register the CVRs under the Exchange Act, but Parent shall have no obligation under this Agreement or any of the CVR Agreements to ever list or include the CVRs, or any of them, on the Exchange or on any other securities exchange or quotation system.

Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, RMSI and Xxxxxxx shall: (a) use all reasonable best efforts to cooperate with one another in Each of the Company and Purchaser will: (i) determining which promptly make and effect all registrations, filings are and submissions required to be made prior or effected by it or any of its Affiliates pursuant to the Effective Time with, HSR Act and which consents, approvals, permits or authorizations are required to be obtained prior other applicable statutes and governmental regulations with respect to the Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated by such agreements Contemplated Transactions; and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all commercially reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement, and the other Ancillary Agreements. If, at any time after the Effective Time, any further action is necessary or desirable to carry out for the purpose of this Agreement or consummating and effectuating the Ancillary Agreements, Contemplated Transactions. Without limiting the proper officers and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with all reasonable requests generality of the other parties hereto foregoing, each of the Company and their counsel Purchaser (A) will promptly provide any information requested by any governmental authority or MLB in connection with the consummation Contemplated Transactions, and (B) will use its best efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the (b) Without limiting the generality of anything in Section 4.2(a) or this Section 4.2(b), each of the transactions Company and Purchaser will (i) give the other Party prompt notice of the making or commencement of any request, inquiry, investigation, action or lawsuit by or before any court, other governmental authority or MLB with respect to the Contemplated Transactions, (ii) keep the other Party informed as to the status of any such request, inquiry, investigation, action or lawsuit, (iii) promptly inform the other Party of any communication sent or received by such Party to or from the FTC, the DOJ or any other governmental authority regarding the Contemplated Transactions, and (iv) cooperate with the other Party in connection with any registrations, filings or submissions contemplated herebyby this Section 4.2 and in connection with resolving any investigation or other inquiry of the FTC, the DOJ or other governmental authority or of MLB, in each case, with respect to any such filing. Each of the Company and Purchaser will consult and cooperate with the other Party and will consider in good faith the views of the other Party in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or lawsuit. In addition, except as may be (x) prohibited by any governmental authority, MLB or any statute or governmental regulation or (y) necessary to preserve attorney-client privilege, in connection with any such request, inquiry, investigation, action or lawsuit, each of the Company and Purchaser will permit authorized Representatives of the other Party to be present at each meeting or conference relating to such request, inquiry, investigation, action or lawsuit and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any governmental authority or MLB in connection with such request, inquiry, investigation, action or lawsuit. (c) Purchaser will promptly file with MLB, the Commissioner and/or the MLB Entities, as applicable, and will promptly update, all necessary application materials related to the Contemplated Transactions and all related funding of Purchaser, including the Financing and any Alternative Financing. Without limiting the foregoing, Purchaser will (i) promptly respond to any requests for additional information, (ii) make itself and its Representatives reasonably available for Ownership Committee interviews, and (iii) otherwise promptly take all actions necessary to obtain any MLB Approvals in accordance with the MLB Settlement Agreement. (d) Notwithstanding anything to the contrary in this Agreement, to the extent necessary in order to obtain any MLB Approval or any needed Governmental Consent or otherwise to permit the Contemplated Transactions to be consummated on a timely basis, Purchaser will agree and commit to: (i) cause any asset or business, or any portion of any asset or business, of Purchaser, any of its Affiliates, the Company, any Company Subsidiary or the Company’s interest in Camelback LLC to be sold, divested or otherwise disposed of; (ii) enter into or cause any of its Affiliates, the Company, any Company Subsidiary or Camelback LLC to enter into any voting trust agreement, proxy arrangement or other similar agreement or arrangement with respect to any asset or business or any portion of any asset or business; and (iii) cause any contractual or business relationship between (A) Purchaser, any of Purchaser’s Affiliates, the Company, any Company Subsidiary or Camelback LLC and (B) any other Person to be terminated or modified.