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 to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, (ii) obtain from Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts expeditiously to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with other antitrust regulations, (C) the German Federal Cartel Office rules and regulations of all relevant insurance regulatory authorities and (CD) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

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 to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Governmental Rules or otherwise to satisfy the conditions to Closing and consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 transactions contemplated by this Agreement, and the other Transactions, (iii) make all necessary filings, and thereafter make any other required advisable submissions, with respect to this Agreement, the Merger Agreement and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable LawGovernmental Rules. The parties hereto shall will cooperate 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 other party hereto and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller and 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.

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 (ia) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, Offer and the Merger and the other Transactionstransactions contemplated by this Merger Agreement, (iib) obtain from Governmental Authorities Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or the Company or any of their respective Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and the Merger and the other Transactions, (iiic) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer and the Merger and the other Transactions transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate 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 party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (ia) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, Tender Offer and the Merger and the other Transactionstransactions contemplated by this Agreement, (iib) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Ford, Parent, FSG II 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 Tender Offer and the Merger and the other Transactions, (iiic) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Tender Offer and the Merger and the other Transactions transactions contemplated by this Agreement that are required under (A) the Exchange Act, Act and the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (ia) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement as soon as practicable, (iib) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, (iiic) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement that are required under (A) the Exchange Act, Act and the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactionstransactions contemplated by this Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate 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 party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effectiveeffective as promptly as practicable the Transactions and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, in each of the most expeditious manner practicable, the Merger and the other Transactions, (ii) parties agrees to take all appropriate actions to obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders Governmental Authorizations required to be obtained or made by Purchaser Teda, FractionAir or the Company or any of their respective Subsidiaries Merger Subsidiary in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other Transactions, (iii) and to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions submissions that are required under (A) the Exchange Act, the Securities Act and any other applicable federal Act, the Blue Sky Laws, or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities any governmental entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or the Company Sellers 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, including those required under the Brazilian law, and the other Transactions, (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing in good faith copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effectiveeffective as promptly as practicable the Transactions and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, in each of the most expeditious manner practicable, the Merger and the other Transactions, (ii) parties agrees to take all appropriate actions to obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders Governmental Authorizations required to be obtained or made by Purchaser Brands, United or the Company or any of their respective Subsidiaries Merger Subsidiary in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other Transactions, (iii) and to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions submissions that are required under (A) the Exchange Act, the Securities Act and any other applicable federal Act, the Blue Sky Laws, or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactions, transactions contemplated by this Agreement; (ii) obtain from any Governmental Authorities Entity or any other Person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Parent or the Company or any of their respective Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the Merger and the other Transactions, transactions contemplated by this Agreement and the other Transaction Documents; and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the other Transaction Documents, the Merger and the other Transactions transactions contemplated by this Agreement and the other Transaction Documents required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (ia) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (iib) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactionstransactions contemplated by this Agreement, and (iiic) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate 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 party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office (if necessary) and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto Parties shall use all its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or Xxxxxxxx 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 and the other Transactionstransactions contemplated by this Agreement, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger Agreement and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office Law and (Civ) any in the case of Xxxxxxxx, obtain all third party consents, if any, set forth in Sections 3.03 or 4.04 herein or in the Disclosure Schedule and all other applicable Lawthird party consents necessary to operate the Company’s business as such business is conducted as of the date of this Agreement. The parties hereto Parties shall cooperate with each other one another in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party non-filing Party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger Exchange and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser OXDG 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, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger Exchange and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, laws and (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate 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 party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger Acquisition and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Buyer or the Company Seller or any of their its respective Subsidiaries (including, in the case of Seller, the Quadrem Group and the Quadrem Subsidiaries) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Acquisition and the other Transactionstransactions contemplated by this Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger Acquisition and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing in good faith copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement as promptly as reasonably practicable, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders and send any notices, in each, which are required to be obtained obtained, made or made sent by Purchaser 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 and the other Transactionstransactions contemplated by this Agreement, including those required under the HSR Act, if any, and (iii) make all necessary filingsfilings and notifications, and thereafter make any other required submissionssubmission or application, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, applications and submissions including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effectiveeffective as promptly as practicable the Transactions and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, in each of the most expeditious manner practicable, the Merger and the other Transactions, (ii) parties agrees to take all appropriate actions to obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders Governmental Authorizations required to be obtained or made by Purchaser AFG, FP or the Company or any of their respective Subsidiaries Merger Subsidiary in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other Transactions, (iii) and to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions submissions that are required under (A) the Exchange Act, the Securities Act and any other applicable federal Act, the Blue Sky Laws, or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities any Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactionstransactions contemplated by this Agreement, (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, including those required under the HSR Act and (iv) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other TransactionsMerger, (ii) obtain from any Governmental Authorities Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, Agreement and the Merger and the other Transactions required under (A) the Exchange rules and regulations of the AMEX or the NNM, as the case may be, (B) the Securities Act, the Securities Exchange Act and any other applicable federal Federal or state securities lawsLaws, (BC) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office Act, if any, and (CD) 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 party parties and its their advisors prior to filing andfiling, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.and none of

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 to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, (B) the HSR Act Act, and any pre-merger notification filing with the German Federal Cartel Office other antitrust regulations and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.. Without limiting the generality of the foregoing, each party shall take or omit to take such 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, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office Act, and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactions, (ii) obtain from Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 Transactions and the other Transactions, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, Agreement or the Merger and the other Transactions required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Lawlaw. The parties hereto shall use their reasonable best efforts to cooperate with each other in connection with the making of all such filingsfilings necessary to consummate the Transactions, including by providing and shall provide copies of all such documents to the nonfiling party and its legal advisors prior to filing and, if requested, by accepting accept all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, take or cause to be taken, all appropriate action, and to do, do or cause to be done, and to assist and cooperate with the other party in doing, done all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactionstransactions contemplated by this Agreement, (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, including those required under the HSR Act and (iv) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing andfiling, and if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, including, without limitation, seeking in good faith the opinions described in Sections 7.02(d) and 7.03(c), (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactionstransactions contemplated by this Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities any Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactionstransactions contemplated by this Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing in good faith copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactionstransactions contemplated by this Agreement, including if necessary those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 such party's reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger Transaction and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Parent, the Company or the Company Holders or any of their respective Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Transaction and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger Transaction and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Persons any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, laws and (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Lawlaw. The parties hereto shall cooperate 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 party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effectiveeffective as promptly as practicable the Transactions and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, in each of the most expeditious manner practicable, the Merger and the other Transactions, (ii) parties agrees to take all appropriate actions to obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders Governmental Authorizations required to be obtained or made by Purchaser Global, Infinium, the Merger Subsidiary or the Company or any of their respective Subsidiaries Subsidiary in connection with the authorization, execution and delivery of this Agreement, the Exchange Agreement and the consummation of the Merger and the other Transactions, (iii) and to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions submissions that are required under (A) the Exchange Act, the Securities Act and any other applicable federal Act, the Blue Sky Laws, or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, laws and (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Merger Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Parent or the Company or any of their respective Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Merger and the other Transactions, transactions contemplated by this Merger Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Merger and the other Transactions transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office Act, and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 such party’s best efforts to to: (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger Arrangement and the other Transactions, transactions contemplated by this Agreement; (ii) obtain from any Governmental Authorities Authority or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or Buyer, 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 Arrangement and the other Transactions, transactions contemplated by this Agreement; and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger Arrangement and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate 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 party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactions, transactions contemplated by this Agreement; (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Parent or the Company or any of their respective Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Agreement the Transaction Documents and the consummation of the Merger and the other Transactionstransactions contemplated by the Transaction Documents, including those required under the HSR Act; (iii) as soon as practicable following the date hereof, obtain stockholder approval of this Agreement and the Merger (the “Stockholder Approval”) and (iv) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreementthe Transaction Documents, the Merger and the other Transactions transactions contemplated by the Transaction Documents required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, (B) the HSR Act Act, and any pre-merger notification filing with the German Federal Cartel Office other antitrust regulations and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other reasonably required submissions, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement that are required under (A) the Exchange Act, Act and the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with foreign antitrust regulations, if any, applicable to the German Federal Cartel Office Merger and the other transactions contemplated hereunder and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable commercial efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Getty 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 transactions contemplated hereby and the other Transactions, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger Agreement and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, laws and (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger Exchange and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Pathogenics or the Company Tyrol Therapeutics or any of their respective Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Exchange and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Merger Exchange and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws, laws and (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate 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 party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law or otherwise Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactions, (ii) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser the Investor or the Company Company, or to avoid any of their respective Subsidiaries action or proceeding by any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Merger Transactions and the other Transactions, (iii) make all necessary promptly its respective filings, and thereafter make any other required submissionssubmissions required, in connection with respect to this Agreementthe Transactions, the Merger and the other Transactions required under (Ay) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office Laws and (Cz) any other applicable Law. The parties hereto ; provided, however, that the Investor and the Company shall cooperate 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 party and its advisors prior to filing and, if requested, by accepting to accept all reasonable additions, deletions or changes 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser 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 the other Transactionstransactions contemplated by this Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 such party's reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger Transaction and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Authority or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or Parent, 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 Transaction and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger Transaction and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes 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 its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger Reorganization and the other Transactionstransactions contemplated by this Agreement, (ii) obtain from any Governmental Authorities Entity or any other Person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser any of the Quest Entities or the Company Sole Stockholder or any of their respective Subsidiaries Affiliates in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger Reorganization and the other Transactions, transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement, the Merger Reorganization and the other Transactions transactions contemplated by this Agreement required under (A) the Exchange Act, the Securities Act and any other applicable federal or state securities laws, (B) the HSR Act and any pre-merger notification filing with the German Federal Cartel Office and (C) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.