Common use of Further Action; Consents; Filings Clause in Contracts

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries subsidiaries, as the case may be, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act thereunder and any other applicable Federal federal or state securities Laws, (CB) the HSR Act, if any, Act and (DC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of the if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. The parties hereto shall file furnish all information required for any such document if any of the application or other parties shall have reasonably objected filing to be made pursuant to the filing of such document. No party shall consent to any voluntary extension rules and regulations of any statutory deadline or waiting period or applicable Law (including all information required to any voluntary delay of be in the consummation of Proxy Statement) in connection with the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedtransactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Parent, Merger Sub, the Company or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNYSE, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable efforts and shall cooperate fully with each other to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law or otherwise to cause the satisfaction of the conditions in Article VIII and to consummate and make effective effective, in the Mergermost expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement and the ancillary agreements (including, without limitation, seeking to cause the condition set forth in SECTION 8.03(f) to be satisfied within 60 days after the date hereof), (ii) obtain from Governmental Entities Authorities in the most expeditious manner practicable any consents, licenses, permits, waivers, approvals, authorizations authorizations, clearances or orders required to be obtained or made by Parent the Company, A or Company B or any of their respective subsidiaries affiliates in connection with the authorization, execution consummation of the Mergers and delivery of the other transactions contemplated by this Agreement and the consummation of the Merger and ancillary agreements, (iii) make as promptly as possible all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated hereby required under (A) the Securities Act, Exchange Act, the Trust Indenture Act and the respective rules and regulations of the NNM, (B) the Securities Act, the Exchange Act thereunder and any other applicable Federal federal or state securities Laws, (CB) the HSR Act, if any, Act and (DC) any other applicable Law. The parties hereto shall cooperate Law and consult with (iv) obtain in the most expeditious manner practicable the consent, approval or appropriate waiver, as the case may be, of each other person whose consent or approval is required in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline Mergers or waiting period or to any voluntary delay of the consummation of the Merger at the behest of transactions contemplated by this Agreement or any Governmental Entity without the consent and agreement of the other parties heretoancillary agreements, under all material agreements or instruments to which consent shall not be unreasonably withheld A or delayedany of its subsidiaries, in the case of A, and B is a party (including those designated with an asterisk in the A Disclosure Schedule or the B Disclosure Schedule, as applicable).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate the transactions contemplated by this Agreement and, when executed, the Stockholders' Agreement and make effective the MergerVoting Agreement, (ii) obtain from Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent the Purchasers or the Company or any of their respective subsidiaries partners or Subsidiaries, as the case may be, in connection with the authorization, execution and delivery of this Agreement, the Stockholders' Agreement and the Voting Agreement and the consummation of the Merger transactions contemplated hereby and thereby and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the Stockholders' Agreement and the Merger Voting Agreement and the transactions contemplated hereby and thereby that are required under (A) the Exchange Act and the Securities Act and the rules and regulations of the NNMthereunder and any other applicable federal or state securities or "blue sky" laws, (B) the Securities Act, the Exchange HSR Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline requested, by accepting all reasonable additions, deletions or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedchanges suggested in connection therewith.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Restated Agreement and the consummation of the Merger and (iii) promptly make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Restated Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR ActAct and any related governmental request thereunder, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including including, without limitation, by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Restated Agreement. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) promptly make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR ActAct and any related governmental request thereunder, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including including, without limitation, by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNNM and the NSCM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent CGI, Merger Sub, STC or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNASD, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Seller and Buyer will use all their respective reasonable efforts to to: (i) take, or cause to be taken, all appropriate action, actions necessary and do, or cause to be done, all things necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement, and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated by this Agreement required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable LawGovernmental Rules. The parties hereto shall will cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such non-confidential documents to the nonfiling parties other party hereto and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller and none of the parties shall file Buyer will furnish all information required for any such document if any of the application or other parties shall have reasonably objected filing to be made pursuant to the filing of such document. No party shall consent to any voluntary extension rules and regulations of any statutory deadline or waiting period or to any voluntary delay of applicable Governmental Rules in connection with the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedtransactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon On the terms and subject to the conditions hereof, each of the parties hereto shall will use all its reasonable best efforts to (ia) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper advisable or advisable appropriate under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement as soon as practicable, (iib) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Merger, and (iiic) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement that are required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall will cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of the parties shall file any such document if any of the other parties shall have reasonably objected requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Subject to the filing terms and conditions hereof, each party hereto, at the reasonable request of another party hereto, will execute and deliver such document. No party shall consent to any voluntary extension of any statutory deadline other instruments and do and perform such other acts and things as may be necessary or waiting period or to any voluntary delay of desirable for effecting completely the consummation of this Agreement and the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedtransactions contemplated hereby.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement (including, but without limitation, those as may be required by (A) the regulations promulgated under the Securities Act, as amended, or the Exchange Act, as amended, (B) under the rules of the National Association of Securities Dealers, Inc., or (C) by the securities or blue sky laws of the various states), (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act thereunder and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if any, laws and (DB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline requested, by accepting all reasonable additions, deletions or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedchanges suggested in connection therewith.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (and shall cause its respective Subsidiaries, if any, to) use all commercially reasonable efforts to take, as promptly as practicable after the date of this Agreement, the actions set forth in the following clauses (i) and (vi) and use reasonable best efforts to take, as promptly as practicable after the date of this Agreement, the actions set forth in the following clauses (ii), (iii), (iv) and (v): (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerAmalgamation and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permitsPermits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Amalgamation and the other transactions contemplated by this Agreement, (iii) promptly as practicable make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger Amalgamation required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR ActAct and any other applicable Antitrust Laws, if any(D) the rules and regulations promulgated by any Telecommunications Operating Authority, and (DE) any other applicable Law, (iv) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Amalgamation or the other transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (v) provide notice, in the manner provided below, pursuant to Section 721 of the Defense Production Act of 1950, as amended, and the regulations and rules promulgated thereunder (“Exon-Xxxxxx”) in connection with the transactions contemplated by this Agreement (the “Exon-Xxxxxx Notification”), and (vi) execute and deliver any additional instruments necessary to consummate the Amalgamation and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company’s Board of Directors shall (1) take all action reasonably necessary to ensure that no Bermuda takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Amalgamation or any of the other transactions contemplated by this Agreement and (2) if any Bermuda takeover statute or similar statute becomes applicable to this Agreement, the Amalgamation or any other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Amalgamation and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Amalgamation and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent or the Company to agree to, or proffer to, divest or hold separate any material assets or any material portion of its business in response to a condition imposed upon consummation of the Amalgamation by a Governmental Entity pursuant to applicable Antitrust Laws. Without limiting the generality of the foregoing, each party hereto shall give the other party hereto the opportunity to participate in the defense of any litigation against it and/or its directors relating to the transactions contemplated by this Agreement. The parties hereto shall cooperate and consult with each other in connection with the making of all filings referenced in this Section 6.07(a) for any mutual consents, Permits, waivers, approvals, authorizations or orders (and not any other such filings), including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party The Company and Parent shall consent use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. The Company shall promptly and fully respond to any voluntary extension reasonable requests by Parent for information held or reasonably obtainable without significant unreimbursed expense by the Company relevant to the Exon-Xxxxxx Notification, including information relating to foreign national or foreign government ownership or control of any statutory deadline or waiting period or the Company. Parent shall control the preparation of the Exon-Xxxxxx Notification, which shall be jointly submitted by both parties after coordinating with one another as far in advance as is reasonably practicable with respect to the Exon-Xxxxxx Notification. Such coordination shall include Parent providing the Company with a reasonable opportunity to review and comment on the draft Exon-Xxxxxx Notification prepared by Parent and providing the Company with reasonable assurances prior to filing of the Exon-Xxxxxx Notification with respect to any voluntary delay factual or legal matters contained therein as to which the Company has raised reasonable and good faith objection in writing to Parent. The Company and Parent shall each provide to the other party copies of the consummation of the Merger at the behest of all correspondence, filings or communications with any Governmental Entity without in connection with the consent and agreement Exon-Xxxxxx Notification, keep the other party apprised of the other parties heretostatus of any communications with, which consent and any inquiries or requests received from any Governmental Entity in connection with the Exon-Xxxxxx Notification and shall not be unreasonably withheld or delayedpromptly provide any supplemental information requested by any Governmental Entity in connection with the Exon-Xxxxxx Notification.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things reasonable actions necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) use all reasonable efforts to obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act thereunder and any other applicable Federal federal or state securities Laws, (CB) the HSR Act, if any, Act and (DC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline requested, by accepting all reasonable additions, deletions or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedchanges suggested in connection therewith.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Parent, Parent's Subsidiaries or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if anyapplicable, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none neither of the parties shall file any such document if any of the other parties party shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties party hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent New Holland or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Blue Sky Laws, (CB) the HSR Act, if any, (C) Council Regulation (EEC) No. 4064/89 and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period party or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause their subsidiaries to, use their reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other reasonably required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement that are required under (A) the rules Exchange Act and regulations of the NNMSecurities Act and any other applicable federal or state securities laws, (B) the Securities ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Exchange Act and any other applicable Federal or state securities Laws, (C) the "HSR Act"), and foreign antitrust regulations, if any, applicable to the Merger and the other transactions contemplated hereunder and (DC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline requested, by accepting all reasonable additions, deletions or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedchanges suggested in connection therewith.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal United States federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Parent, Lux Sub or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Lawslaws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMExchange Act, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities LawsXXX Xxx, (CX) the HSR Actxxx xxxxx xx xxx XXXX, if any, and (DX) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b). Each of the parties agrees to consult in good faith and to use all commercially reasonable efforts to avoid or cure the occurrence of an Event of Default (as such term is defined in the Indenture).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Buyer and Seller will use all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated by this Agreement required under (A) any applicable Governmental Rules, including without limitation all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other Governmental Rules in connection with the making of all such filings, including transactions contemplated by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedthis Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable their best efforts to (ia) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (iib) obtain from Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders Orders required to be obtained or made by Parent, the Parent or Subsidiaries and the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Merger, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents, except such documents as do not relate directly to Parent, the Parent Subsidiaries, the Company, the Stockholders or the Merger, to the nonfiling parties party and their its advisors prior to filingfiling and, and none of if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Notwithstanding anything to the contrary in this Section 7.05, the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent agree that, in respect to any voluntary extension of any statutory deadline action taken or waiting period or threatened to any voluntary delay of the consummation of the Merger at the behest of be taken by any Governmental Entity without the consent and agreement of the other parties heretoAuthority, which consent Parent shall not be unreasonably withheld required to sell, license or delayedotherwise dispose of, hold separate or otherwise divest itself of any portion of the business or assets of the Company, Merger Sub or Parent or any of its Subsidiaries in order to consummate the Merger.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Buyer and Sellers will use all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. to this Agreement and the Merger transactions contemplated by this Agreement required under (A) any applicable Governmental Rules, including without limitation all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Sellers and Buyer will provide copies of all non-confidential documents to each other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Sellers and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other Governmental Rules in connection with the making of all such filings, including transactions contemplated by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedthis Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Seller and Buyer will use all their respective reasonable efforts to to: (i) take, or cause to be taken, all appropriate action, actions necessary and do, or cause to be done, all things necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement, and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated by this Agreement required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable LawGovernmental Rules. The parties hereto shall will cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such non-confidential documents to the nonfiling parties other party hereto and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller and none Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. {***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the parties shall file any such document if any Securities Exchange Act of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto1934, which consent shall not be unreasonably withheld or delayedas amended.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the AMEX or the NNM, as the case may be, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. The Parent shall not be required to divest itself or the Company of any assets or business in order to obtain approval in connection with the HSR Act or otherwise.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent WAG, Parent, Merger Sub, the Company or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNasdaq, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected giving due consideration to the filing of such documenttheir views with respect thereto. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement prior consultation of the other parties hereto, and due consideration of such parties' views with respect thereto. (b) Each of the parties hereto shall promptly give (or cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable Law or by any contract, license, lease or other agreement to which consent shall not be unreasonably withheld it or delayed.any of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party consents required under any such contract, license, lease or other agreement in connection with the consummation of the Merger or the other transactions contemplated by this Agreement. ARTICLE VII

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained 49 or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if anyapplicable, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto Parties shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the Parties, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMExchange Act, (B) the Securities Act, rules of the Exchange Act and any other applicable Federal NASDAQ or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties Parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties Party and their its advisors prior to filing, and none of the parties shall Parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party Party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoParties to this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the Parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the Parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of any transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergertransactions contemplated hereby, (ii) obtain from Governmental Entities and other applicable third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent the Purchaser or Company Seller or any of their respective subsidiaries Subsidiaries in connection with the - 8 - authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger transactions contemplated hereby required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Blue Sky Laws, (C) the HSR Act, if any, and (DB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergertransactions contemplated hereby, (ii) obtain from Governmental Entities and other applicable third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent the Purchaser or Company Seller or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger transactions contemplated hereby required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Blue Sky Laws, (C) the HSR Act, if any, and (DB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerTransactions, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Hafslund Nycomed, IVAX or Company IVAX NYCOMED or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Transactions and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger Transactions required under (A) the rules and regulations of the NNMOSE or the European Exchanges, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if any(D) applicable European competition laws, (E) the Norwegian Business Acquisition Act of 1994 and (DF) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger Transactions at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and --------------------------------- subject to the conditions hereof, each of the parties hereto shall use all its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) contest any legal proceedings relating to the Merger, (iv) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if anyLaw, and (Dv) any other applicable Lawuse commercially reasonable efforts to cause the shares of the Parent's common stock to be issued in the Merger to be approved for listing on the Nasdaq National Market prior to the Effective Time. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. If at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and none directors of the parties each party hereto shall file any take all such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayednecessary action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMExchange Act, (B) the Securities HSR Act, which requirements have been satisfied assuming the Exchange Act and any other applicable Federal or state securities LawsClosing occurs before May 26, 2001, (C) the HSR Actrules of the AMEX, if any, and or (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b). Each of the parties agrees to consult in good faith and to use all commercially reasonable efforts to avoid or cure the occurrence of an Event of Default, as such term is defined in the Indenture dated as of January 24, 1995, as amended and as in effect as of the date of this Agreement, between the Company and The First National Bank of Boston as trustee (the "Indenture").

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Seller and Buyer will use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement and (iii) make all necessary CONFIDENTIAL TREATMENT REQUESTED filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated by this Agreement required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable LawGovernmental Rules. The parties hereto shall will cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such non-confidential documents to the nonfiling parties other party hereto and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Each Seller and none of the parties shall file Buyer will furnish all information required for any such document if any of the application or other parties shall have reasonably objected filing to be made pursuant to the filing of such document. No party shall consent to any voluntary extension rules and regulations of any statutory deadline or waiting period or to any voluntary delay of applicable Governmental Rules in connection with the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedtransactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerTransaction, (ii) obtain from Governmental Entities governmental entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Biosource, or Company Large Scale or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Transaction and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger Transaction required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and any other applicable Federal federal or state securities Laws, (C) the HSR Actlaws, if any, and (DB) any other applicable Lawlaw. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger Transaction at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Acquiror, Merger Sub, the Company or any of their respective subsidiaries the Surviving Corporation in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Buyer and Seller will use all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated by this Agreement required under (A) any applicable Governmental Rules, including, without limitation, all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other Governmental Rules in connection with the making of all such filings, including transactions contemplated by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedthis Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, ; (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Merger; and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (CB) the HSR Act, if any, and (DC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling non-filing parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMExchange Act, (B) the Securities Act, rules of the Exchange Act NASDAQ and any other applicable Federal the Pacific or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmission, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) applicable Law. Notwithstanding anything herein to the rules contrary, in no event shall the Parent be required to enter into any consent decree, hold separate orders or other arrangements that would have the effect of requiring Parent or the Company to dispose of any existing assets of such party and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) Parent shall be entitled to abandon its efforts to obtain approval under the HSR ActAct in the event that it becomes reasonably apparent that Parent would be required to enter into a consent decree, if any, and (D) hold separate orders or other arrangement that could have such effect in order to obtain any approval required under the HSR Act or other applicable Law, provided, that Parent shall promptly give notice of such abandonment to the Company. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing on a timely basis copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline requested, by accepting all reasonable additions, deletions or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedchanges suggested in connection therewith.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNNM or the NSCM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, and (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Parent, Merger Sub, the Company or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNASD, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent VG, LESUS or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act of 1934, as amended (the "1934 Act") and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if any, and (DB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling non-filing parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective complete the MergerArrangement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation completion of the Merger Arrangement, (iii) assist Rockefeller University in perfecting its title in the Company Licensed Intellectual Property covered by the License Agreement dated October 27, 1993 between Rockefeller University and Company and relating to the rPorB technology (the "rPorB Invention") (it being understood that neither Parent nor Company shall be required to undertake any action that may give rise to a conflict of interest for Parent or Company or any of their respective officers, directors, agents or advisors), and Company will periodically communicate with Rockefeller University and report to Parent if Company becomes aware that the U.S. government has requested Rockefeller convey its title to the U.S. government; (iv) obtain an agreement from Frost-Nevada Limited Partnership and Ivax Corporation substantially on the terms set forth in Annex H hereto; and (iiiv) make all necessary filings, and thereafter make any other required or appropriate submissions, including to the Court in connection with the application for the Interim Order and the Final Order, and with respect to this Agreement and the Merger Arrangement required under (A) the rules and regulations of the NNMNYSE and the ASE, (B) the Securities Act, the Exchange Act and any other applicable Federal federal, state or state provincial securities Laws, (C) the HSR Act, the Investment Canada Act and the Competition Act (Canada), if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation completion of the Merger Arrangement at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the NGP Merger and the NGOP Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Buyer or Company NGP or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Blue Sky Laws, (CB) the HSR Act, if any, Act and (DC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing or the content of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period party or to any voluntary delay of the consummation of the NGP Merger or the NGOP Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, (x) each of the parties hereto shall and shall cause their subsidiaries to use their reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the NGP Merger or the NGOP Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto and (y) Buyer shall and shall use its reasonable best efforts to cause its affiliates to cooperate with NGP in satisfying the condition set forth in Section 7.03(h), including promptly providing all information (including information relating to net worth and golf industry and real estate experience) reasonably requested by landlords and lessors in connection with NGP obtaining any necessary consents with respect to the Leases set forth on Schedule 11.2(d) of the Price Disclosure Schedule and to cause its Representatives to meet with the lessors and landlords under such Leases to the extent reasonably requested by NGP in connection therewith. Each of the parties shall use their reasonable best efforts to take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, from and after the date hereof and until the earlier of the Effective Time or the Termination Date, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Laws, and (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergertransactions contemplated hereby, (ii) obtain from all applicable Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Purchaser or Company or any of their respective subsidiaries Seller in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger transactions contemplated hereby required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filingsfilings and with any analyses, including appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by providing copies or on behalf of all such documents any party hereto in connection with proceedings (if any) under or relating to the nonfiling parties and their advisors prior HSR Act or any other federal, state or foreign antitrust or fair trade Law. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall require Purchaser to filing, and none agree to any divestiture or hold-separate arrangement or any other restriction on its ownership of the parties shall file Purchased Assets or conduct of the Business after the Closing, or to respond to any such document if second request for information pursuant to the HSR Act or other pre-merger or pre-acquisition review procedure under foreign Law where responding would, in Purchaser's good faith judgment, be unreasonably burdensome, expensive, time-consuming or otherwise detrimental to significant interests of Purchaser, or to litigate in response to the institution of any Action or Proceeding by any Governmental Entity seeking to restrain or enjoin any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedtransactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of the NNMthereunder and any other applicable federal or state securities laws, (B) the Securities Act, the Exchange HSR Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents, except such documents as do not relate directly to Parent, the Parent Subsidiaries, the Company, the Stockholders or the Merger, to the nonfiling parties party and their its advisors prior to filingfiling and, and none of if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Notwithstanding anything to the contrary in this Section 6.04, the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent agree that, in respect to any voluntary extension of any statutory deadline action taken or waiting period or threatened to any voluntary delay of the consummation of the Merger at the behest of be taken by any Governmental Entity without the consent and agreement of the other parties heretoEntity, which consent Parent shall not be unreasonably withheld required to sell, license or delayedotherwise dispose of, hold separate or otherwise divest itself of any portion of the business or assets of the Company, Merger Sub or Parent or any of its subsidiaries in order to consummate the Merger.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Acquirer or the Company or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and Agreement, the Merger required under (A) the rules and regulations of the NNMNASDAQ National Market or such other applicable securities exchange, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Lawslaws, (C) the HSR Act, if any, Act and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling non-filing parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, including, without limitation, the respective rights of the parties under Sections 8.4(b) and 10.1, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerTransactions, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Autoliv or Company Xxxxxx or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Merger and Transactions, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement Agreement, the Ancillary Agreements and the Merger Transactions required under (A) the rules and regulations of the NNMSSE or the FSA, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Blue Sky Laws, (C) the HSR Act, if any(D) the filing of notifications in accordance with the antitrust laws of Sweden, Germany and Belgium and (DE) any other applicable LawLaw and (iv) procure any third-party consents, required to consummate the Transactions and the Spinoff, relating to any material contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it or any of its subsidiaries is a party. The parties hereto shall cooperate and consult with each other one another in connection with the making of all such filingsfilings with Governmental Entities, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger Transactions at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations authorizations, rulings or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement (in the case of any such application for a ruling from the Internal Revenue Service, such application shall be made jointly by Parent and the Company) and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmissions requested by any Governmental Entities in connection with such filings, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of the NNMthereunder and any other applicable federal or state securities laws, (B) the Securities Act, the Exchange HSR Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law; provided, however, that Parent shall not be obligated to agree to material restrictions on the conduct of its business following the Effective Time or to divest any of its material assets or material assets of any of its affiliates, or the Company or any of its affiliates. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. The parties may, as each deems advisable and none necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the parties shall file any recipient and will not be disclosed by such document if any outside counsel to employees, officers, or directors of the other parties shall have reasonably objected to recipient unless express permission is obtained in advance from the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay source of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld materials or delayedits legal counsel.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the Mergermerger, (ii) obtain from Governmental Entities governmental entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement agreement and the consummation of the Merger merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement agreement and the Merger merger required under (Aa) the rules and regulations of the NNM, (Bb) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Lawslaws, (Cc) the HSR Act, if any, and (Dd) any other applicable Lawlaw. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No no party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger merger at the behest of any Governmental Entity governmental entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to promptly after the execution of this Agreement (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Acquiror or Company DTN or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Merger, and (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Blue Sky Laws, (CB) the HSR Act, if any, Act and (DC) any other applicable Law, and, in any event, the necessary filing under the HSR Act shall be made by the parties no later than 15 days from the date of this Agreement. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 9.1(b).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any 38. consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Parent, Merger Sub, the Company or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNASD, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other Transactions, (ii) obtain from Governmental Entities any consentsConsents, licenses, permits, waivers, approvals, authorizations Permits or orders Orders required to be obtained or made by Parent or Company Parent, the Company, the Stockholders or any of their respective subsidiaries Affiliates in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other Transactions, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other Transactions that are required under (Ax) the Exchange Act and the Securities Act and the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act thereunder and any other applicable Federal federal or state securities Laws, (Cy) the HSR Act, if any, and (Dz) any other applicable Law. Nothing herein shall be construed to require the Company to dispose of, or make any change in, any portion of its business. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Without limiting the generality of the parties shall file foregoing, each of the Stockholders agrees not to take any such document if action or vote any of the other parties shall have reasonably objected such Stockholder's shares of Company Common Stock in a manner which is contrary to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of inconsistent with the consummation of the Merger at and the behest of other Transactions unless specifically permitted by this Agreement. Parent agrees to pay the filing fee for any Governmental Entity without the consent and agreement HSR Act filing for Parent or Xxxxxxx required as a result of the other parties hereto, which consent shall not be unreasonably withheld or delayedTransactions.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable efforts and shall cooperate fully with each other to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law or otherwise to cause the satisfaction of the conditions in Article VIII and to consummate and make effective effective, in the Mergermost expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement and the ancillary agreements (including, without limitation, seeking to cause the condition set forth in Section 8.03(f) to be satisfied within 60 days after the date hereof), (ii) obtain from Governmental Entities Authorities in the most expeditious manner practicable any consents, licenses, permits, waivers, approvals, authorizations authorizations, clearances or orders required to be obtained or made by Parent the Company, A or Company B or any of their respective subsidiaries affiliates in connection with the authorization, execution consummation of the Mergers and delivery of the other transactions contemplated by this Agreement and the consummation of the Merger and ancillary agreements, (iii) make as promptly as possible all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated hereby required under (A) the Securities Act, Exchange Act, the Trust Indenture Act and the respective rules and regulations of the NNM, (B) the Securities Act, the Exchange Act thereunder and any other applicable Federal federal or state securities Laws, (CB) the HSR Act, if any, Act and (DC) any other applicable Law. The parties hereto shall cooperate Law and consult with (iv) obtain in the most expeditious manner practicable the consent, approval or appropriate waiver, as the case may be, of each other person whose consent or approval is required in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline Mergers or waiting period or to any voluntary delay of the consummation of the Merger at the behest of transactions contemplated by this Agreement or any Governmental Entity without the consent and agreement of the other parties heretoancillary agreements, under all material agreements or instruments to which consent shall not be unreasonably withheld A or delayedany of its subsidiaries, in the case of A, and B is a party (including those designated with an asterisk in the A Disclosure Schedule or the B Disclosure Schedule, as applicable).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent WAG, Parent, Merger Sub, the Company or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNasdaq, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected giving due consideration to the filing of such documenttheir views with respect thereto. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement prior consultation of the other parties hereto, which consent shall not be unreasonably withheld or delayedand due consideration of such parties' views with respect thereto.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerReorganization, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Acquiror, the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Reorganization and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger Reorganization required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger Reorganization at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Required Consents and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger required under other transactions contemplated by this Agreement that are necessary to obtain the Required Consents; provided, however, that nothing in this Section 6.06(a) shall require Parent to agree to (A) the rules and regulations imposition of the NNM, any conditions or (B) the Securities Act, the Exchange Act and requirement of any divestiture other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Lawthan as set forth in this Agreement. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Without limiting the generality of the parties shall file Company’s undertakings in this Section 6.06(a), the Company agrees to act promptly to obtain the consent of the Insurance Regulatory Authorities under any law, rule or regulation enforced or promulgated by any such document if any Insurance Regulatory Authority to the Former Subsidiaries Distribution at or prior to the Closing so that all of the other parties shall have reasonably objected to the filing of such document. No party shall consent Company’s right, title and interest in and to any voluntary extension of any statutory deadline or waiting period or entity subject to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedInsurance Regulatory Authorities has been effected.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergertransactions contemplated hereby, (ii) obtain from Governmental Entities and other applicable third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Acquiror or Company or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger transactions contemplated hereby required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Blue Sky Laws, (C) the HSR Act, if any, and (DB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Reality Wireless or Company Genesis or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMOTCBB, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, and (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Seller and Buyer will use all their respective reasonable efforts to to: (i) take, or cause to be taken, all appropriate action, actions necessary and do, or cause to be done, all things necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to ClosingXI and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement, and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated by this Agreement required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable LawGovernmental Rules. The parties hereto shall will cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such non-confidential documents to the nonfiling parties other party hereto and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller and none Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement. {***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the parties shall file any such document if any Securities Exchange Act of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto1934, which consent shall not be unreasonably withheld or delayed.as amended

Further Action; Consents; Filings. (a) Upon the terms and --------------------------------- subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) contest any legal proceedings relating to the Merger, (iv) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if anyLaw, and (Dv) any other applicable Lawuse reasonable best efforts to cause the shares of the Parent's common stock to be issued in the Merger to be approved for listing on the Nasdaq National Market prior to the Effective Time. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. If at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and none directors of the parties each party hereto shall file any take all such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayednecessary action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Buyer and Sellers will use all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated by this Agreement required under (A) any applicable Governmental Rules, including without limitation all filings with the FDA, or any other Governmental Entity, needed to permit Buyer to manufacture the Products in a timely and reasonable manner. Each of Sellers and Buyer will provide copies of all non-confidential documents to each other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Sellers and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other Governmental Rules in connection with the making of all such filings, including transactions contemplated by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedthis Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Parent, Merger Sub, the Company or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNYSE, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.and

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations authorizations, rulings or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement (in the case of any such application for a ruling from the Internal Revenue Service, such application shall be made jointly by Parent and the Company) and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmissions requested by any Governmental Entities in connection with such filings, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of the NNMthereunder and any other applicable federal or state securities laws, (B) the Securities Act, the Exchange HSR Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law; PROVIDED, HOWEVER, THAT Parent shall not be obligated to agree to material restrictions on the conduct of its business following the Effective Time or to divest any of its material assets or material assets of any of its affiliates, or the Company or any of its affiliates. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. The parties may, as each deems advisable and none necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the parties shall file any recipient and will not be disclosed by such document if any outside counsel to employees, officers, or directors of the other parties shall have reasonably objected to recipient unless express permission is obtained in advance from the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay source of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld materials or delayedits legal counsel.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) use all its reasonable efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerMerger and the other transactions contemplated by this Agreement, (ii) use its reasonable efforts to obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement required under (A) the rules Exchange Act and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Laws, (CB) the HSR Act, if any, Act and (DC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Notwithstanding the parties shall file any such document if any of the other parties shall have reasonably objected foregoing or anything else to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretocontrary contained in this Agreement, which consent Parent shall not be unreasonably withheld required to sell, license, waive any rights in or delayedto, or otherwise dispose of or hold separate or in trust any part of the assets or business of the Company or the Company Subsidiaries or any part of the assets or business of Parent or any of its Affiliates or otherwise enter into any type of agreement or arrangement, including, without limitation, a consent decree, with any Governmental Entity.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMExchange Act, (B) the Securities HSR Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Actrules of the AMEX, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult pxxxxxx xxxxxx xxxxx xxxxxxxxx xxx xxxxxlt with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b). Each of the parties agrees to consult in good faith and to use all commercially reasonable efforts to avoid or cure the occurrence of an Event of Default (as such term is defined in the Indenture).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergerTransactions, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Cetronic or Company Socket or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Transactions, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Merger Transactions required under (A) the rules and regulations of the NNMFSA, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Blue Sky Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger Transactions at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent CGI, Merger Sub, STC or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNASD, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.. 53 47 ARTICLE VII

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Parent, the Company or Company the Surviving Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and Merger, including, but not limited to, actions with respect to Environmental Permits, (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNMNYSE, (B) the Securities Act, the Exchange Act and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if any, Act and (D) any other applicable LawLaw and (iv) obtain any consents necessary such that the Merger will not constitute a change of control, or any similar event, which constitutes a default (or an event which with notice or lapse of time or both would become a default) under any material contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company, Parent or any of their subsidiaries is a party. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none any comments of the nonfiling parties and their advisors shall file any such document if any of the other parties shall have reasonably objected be considered prior to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Buyer and Seller will use all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergertransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Merger transactions contemplated by this Agreement required under (A) any applicable Governmental Rules, including without limitation all filings with the FDA, or any other Governmental Entity, needed to permit Buyer to manufacture the Products in a timely and reasonable manner. Each of Seller and Buyer will provide copies of all non-confidential documents to the other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other Governmental Rules in connection with the making of all such filings, including transactions contemplated by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedthis Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergerExchange and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent EGDI or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Exchange and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Exchange and the Merger other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act thereunder and any other applicable Federal federal or state securities Laws, (C) the HSR Act, if any, laws and (DB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such EGDI - MCM Agreement.DOC documents to the nonfiling parties non-filing party and their its advisors prior to filingfiling and, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline requested, by accepting all reasonable additions, deletions or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedchanges suggested in connection therewith.