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

Further Action; Consents; Filings. Section 5.12.1 Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law to consummate and make effective the Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than five Business Days after the date of this Agreement in respect of any filings required in connection with the HSR Act) all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by this Agreement and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filing, as soon as practicable, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (b) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Mergers and the other transactions contemplated by this Agreement; (d) coordinating with each other to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated by this Agreement; and (e) executing and delivering any additional instruments necessary to consummate the Mergers and to fully carry out the purposes of this Agreement. All filing fees under the HSR Act and all other filings made pursuant to clause (a) above shall be shared equally between Parent and the Company.

Further Action; Consents; Filings. Section 5.12.1 Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement, each party of the parties hereto shall use its all commercially reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties party hereto in doing, all things reasonably necessary, proper or advisable under any applicable Law to consummate bring about the accuracy of the other party’s conditions to closing set forth herein, in the most expeditious manner practicable, including without limitation, if applicable, (i) the obtaining of all necessary actions or nonactions, waivers, consents and make effective the Mergers approvals from Governmental Authorities and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than five Business Days after the date making of this Agreement in respect of any filings required in connection with the HSR Act) all forms, necessary registrations and notices relating to antitrustfilings (including filings with Governmental Authorities, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by this Agreement if any) and the taking of such actions all reasonable steps as are reasonably may be necessary to obtain any requisite approvals, consents, orders, exemptions an approval or waivers bywaiver from, or to avoid an action or proceeding by, a any Governmental Authority relating to antitrustAuthorities, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filingthe obtaining of all necessary consents, as soon as practicableapprovals or waivers from third parties, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (biii) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination defending of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legallegal proceedings, regulatory whether judicial or other proceedings to which it is a party administrative, challenging or affecting this Agreement or the consummation of the Mergers and the other transactions contemplated hereby, including, when reasonable, seeking to have any stay or temporary restraining order entered by this Agreement; (d) coordinating with each any court or other to lift any injunctions Governmental Authority vacated or remove any other impediment to the consummation of the transactions contemplated by this Agreement; reversed and (eiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the Mergers transactions contemplated hereby and to fully carry out the purposes of this Agreement. All filing fees under In connection with and without limiting the HSR Act foregoing, the Company and the Company Board shall, at the request of Buyer: (i) take all other filings made pursuant action within its power reasonably requested by Buyer as necessary to clause ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement and the transactions contemplated hereby, and (aii) above if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the transactions contemplated hereby, take all action within its power reasonably requested by Buyer as necessary to ensure that the transactions contemplated hereby 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 the transactions contemplated hereby. Nothing in this Agreement shall be shared equally between Parent and the Companydeemed to require any party to waive any provision of this Agreement or any other substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets.

Further Action; Consents; Filings. Section 5.12.1 Subject to (a) Upon the terms and subject to the conditions of this Agreementhereof, each party shall of Buyer and Seller will use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions necessary, proper or advisable under any applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to accomplish be obtained or made in [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. connection with the following: (a) preparing authorization, execution and filing as soon as practicable (but in no event later than five Business Days after the date delivery of this Agreement in respect of any filings required in connection with the HSR Act) all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by this Agreement and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filing, as soon as practicable, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (b) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Mergers and the other transactions contemplated by this Agreement; (d) coordinating with each other to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated by this Agreement; Agreement and (eiii) executing make all necessary filings, and delivering thereafter make any additional instruments necessary other advisable submissions, with respect to consummate this Agreement and the Mergers transactions contemplated by this Agreement required under 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 fully carry out the purposes 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 this Agreement. All Seller and Buyer will furnish all information required for any application or other filing fees under the HSR Act and all other filings to be made pursuant to clause (a) above shall be shared equally between Parent the rules and regulations of any applicable Governmental Rules in connection with the Companytransactions contemplated by this Agreement.

Further Action; Consents; Filings. Section 5.12.1 Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties party hereto in doing, all things reasonably necessary, proper or advisable under any applicable Law to consummate bring about the satisfaction of the other party's conditions to closing set forth herein, in the most expeditious manner practicable, including without limitation, if applicable, (i) the obtaining of all necessary actions or nonactions, waivers, consents and make effective the Mergers approvals from Governmental Authorities and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than five Business Days after the date making of this Agreement in respect of any filings required in connection with the HSR Act) all forms, necessary registrations and notices relating to antitrustfilings (including filings with Governmental Authorities, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by this Agreement if any) and the taking of such actions all reasonable steps as are reasonably may be necessary to obtain any requisite approvals, consents, orders, exemptions an approval or waivers bywaiver from, or to avoid an action or proceeding by, a any Governmental Authority relating to antitrustAuthorities, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filingthe obtaining of all necessary consents, as soon as practicableapprovals or waivers from third parties, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (biii) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination defending of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legallegal proceedings, regulatory whether judicial or other proceedings to which it is a party administrative, challenging or affecting this Agreement or the consummation of the Mergers and the other transactions contemplated hereby, including, when reasonable, seeking to have any stay or temporary restraining order entered by this Agreement; (d) coordinating with each any court or other to lift any injunctions Governmental Authority vacated or remove any other impediment to the consummation of the transactions contemplated by this Agreement; reversed and (eiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the Mergers transactions contemplated hereby and to fully carry out the purposes of this Agreement. All filing fees under In connection with and without limiting the HSR Act foregoing, the Company and the Company Board shall, at the request of Buyer: (i) take all other filings made pursuant action within its power reasonably requested by Buyer as necessary to clause ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement and the transactions contemplated hereby, and (aii) above if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the transactions contemplated hereby, take all action within its power reasonably requested by Buyer as necessary to ensure that the transactions contemplated hereby 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 the transactions contemplated hereby. Nothing in this Agreement shall be shared equally between Parent and the Companydeemed to require any party to waive any provision of this Agreement or any other substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets.

Further Action; Consents; Filings. Section 5.12.1 Subject to Upon the terms and subject to the conditions of this Agreementhereof, each party of the Parties shall use its reasonable best efforts as promptly as practicable in connection with the transactions contemplated by this Agreement to (i) take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law to consummate and make effective the Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts (ii) obtain from Governmental Authorities and any third parties, as may be necessary, any consents, licenses, permits, waivers, approvals, authorizations, registrations, orders or estoppel certificates required to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than five Business Days after the date be obtained or made by them or any of this Agreement in respect of any filings required their Subsidiaries in connection with the HSR Act) all formsauthorization, registrations execution and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by delivery of this Agreement and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filing, as soon as practicable, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (b) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Mergers and the other transactions contemplated by this Agreement; (d) coordinating with each other to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated by this Agreement; hereby, and (eiii) executing make all necessary filings, and delivering thereafter make any additional instruments necessary other required submissions, with respect to consummate this Agreement and the Mergers transactions contemplated hereby, that are required under any applicable Law. The Parties shall cooperate with one another 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 fully carry out filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith; provided, however, that, subject to Section 5.03(f) hereof, Sprint shall not have any affirmative obligation under this Section 5.11 to FT or DT with respect to those matters related to the purposes FT/DT Transactions. Each Party agrees to procure the cooperation of the Joint Venture in effecting the provisions of this Agreement. All filing fees under the HSR Act and all other filings made pursuant to clause (a) above shall be shared equally between Parent Agreement and the Companytransactions contemplated hereby. The Joint Venture will cooperate in connection with the making of all such filings, including by providing copies of all documents to be filed by the Joint Venture to the other Parties and their advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. To the extent that the transactions contemplated hereby require amendments or modifications to the JVA or the Operative Agreements which are not specifically provided for herein, the Parties shall use their reasonable best efforts to cause such amendments or modifications to be entered into as soon as practicable.

Further Action; Consents; Filings. Section 5.12.1 Subject to (a) Upon the terms and subject to the conditions of this Agreementhereof, each party of the parties hereto shall use its reasonable best efforts to (i) take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the Mergers Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to accomplish be obtained or made by Parent or the following: (a) preparing and filing as soon as practicable (but in no event later than five Business Days after the date Company or any of this Agreement in respect of any filings required their subsidiaries in connection with the HSR Act) all formsauthorization, registrations execution and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate delivery of this Agreement and the Mergers consummation of the Merger and the other transactions contemplated by this Agreement and the taking of such actions as are (iii) make all necessary filings, and thereafter make any other reasonably necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Actrequired submissions, with respect to this Agreement, the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filing, as soon as practicable, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (b) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Mergers Merger and the other transactions contemplated by this Agreement; Agreement that are required under (dA) coordinating the Exchange Act and the Securities Act and any other applicable federal or state securities laws, (B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and foreign antitrust regulations, if any, applicable to the Merger and the other transactions contemplated hereunder and (C) any other applicable Law. The parties hereto shall cooperate with each other to lift any injunctions or remove any other impediment in connection with the making of all such filings, including by providing copies of all such documents to the consummation of nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) If required or agreed by Parent and the transactions contemplated by this Agreement; Company to be advisable, Parent and (e) executing and delivering any additional instruments necessary to consummate the Mergers and to fully carry out Company shall file as soon as practicable after the purposes date of this Agreement. All filing fees Agreement notifications under the HSR Act and shall respond as promptly as practicable to all reasonable inquiries or reasonable requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice for additional information or documentation and shall respond as promptly as practicable to all reasonable inquiries and reasonable requests received from any State Attorney General or other governmental entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such filings made pursuant or responses. Notwithstanding anything to clause the contrary in this SECTION 6.08, Parent shall not be required to agree to (ai) above shall be shared equally between the divestiture (including, without limitation, through a licensing arrangement) by Parent or the Company or any of their respective businesses, product lines or assets, or (ii) the imposition of any material or the ability of any of them to conduct their business or to own or exercise control of such assets, properties and the Company.stock. SECTION 3.09

Further Action; Consents; Filings. Section 5.12.1 Subject to (a) Upon the terms and subject to the conditions of this Agreementhereof, each party of the parties hereto shall use its reasonable best efforts to (i) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective complete the Mergers and the other transactions contemplated Arrangement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by this Agreement, including using reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than five Business Days after the date Parent or Company or any of this Agreement in respect of any filings required their respective Subsidiaries in connection with the HSR Act) all formsauthorization, registrations execution and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by delivery of this Agreement and the taking completion of such actions as are reasonably necessary to obtain any requisite approvalsthe Arrangement, consents(iii) assist Rockefeller University in perfecting its title in the Company Licensed Intellectual Property covered by the License Agreement dated October 27, orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Authority 1993 between Rockefeller University and Company and relating to antitrustthe 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, competitiondirectors, trade agents or other regulatory matters (collectively, “Regulatory Approvals”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 (v) 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 Arrangement required under (iA) filings pursuant to the rules and regulations of the NYSE and the ASE, (B) the Securities Act, the Exchange Act and any other applicable federal, state or provincial securities Laws, (C) the HSR Act, with the United States Federal Trade Commission INVESTMENT CANADA ACT and the COMPETITION ACT (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review periodCANADA), to the extent available under the applicable Lawif any, and (iiD) preparing and filing, as soon as practicable, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (b) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Mergers applicable Law. The parties hereto shall cooperate and the other transactions contemplated by this Agreement; (d) coordinating consult with each other to lift any injunctions or remove any other impediment in connection with the making of all such filings, including by providing copies of all such documents to the consummation nonfiling parties and their advisors prior to filing, and none of the transactions contemplated by this Agreement; 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 completion of the Arrangement at the behest of any Governmental Entity without the consent and (e) executing and delivering any additional instruments necessary to consummate agreement of the Mergers and to fully carry out the purposes of this Agreement. All filing fees under the HSR Act and all other filings made pursuant to clause (a) above parties hereto, which consent shall not be shared equally between Parent and the Companyunreasonably withheld or delayed.

Further Action; Consents; Filings. Section 5.12.1 Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement, each party of the parties shall use its all reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under any applicable Law to consummate and make effective effective, in the Mergers most expeditious manner practicable, the transactions contemplated hereby, including without limitation (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than five Business Days after the date making of this Agreement in respect of any filings required in connection with the HSR Act) all forms, necessary registrations and notices relating to antitrustfilings (including filings with Governmental Entities, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by this Agreement if any) and the taking of such actions all reasonable steps as are reasonably may be necessary to obtain any requisite approvals, consents, orders, exemptions an approval or waivers bywaiver from, or to avoid an action or proceeding by, a any Governmental Authority relating to antitrustEntity, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filingthe obtaining of all necessary consents, as soon as practicableapprovals or waivers from third parties, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (biii) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination defending of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legallegal proceedings, regulatory whether judicial or other proceedings to which it is a party administrative, challenging or affecting this Agreement or the consummation of the Mergers and the other transactions contemplated hereby, including, when reasonable, seeking to have any stay or temporary restraining order entered by this Agreement; (d) coordinating with each any court or other to lift any injunctions Governmental Entity vacated or remove any other impediment to the consummation of the transactions contemplated by this Agreement; reversed and (eiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the Mergers transactions contemplated hereby and to fully carry out fully the purposes of this Agreement. All filing fees under In connection with and without limiting the HSR Act foregoing, the Company and the Company Board shall, at the request of Buyer: (i) take all other filings made pursuant action within its power reasonably requested by Buyer as necessary to clause ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the transactions contemplated hereby, and (aii) above if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the transactions contemplated hereby, take all action within its power (unless the taking of such action would reasonably be expected to be a breach of its fiduciary obligations to the Company's stockholders), reasonably requested by Buyer as necessary to ensure that the transactions contemplated hereby 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 the transactions contemplated hereby. Nothing in this Agreement shall be shared equally between Parent and the Companydeemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets.

Further Action; Consents; Filings. Section 5.12.1 Subject to (a) Upon the terms and subject to the conditions of this Agreementhereof, each party of the parties hereto shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the Mergers Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent, New 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, including without limitation the consent of BMA to the change in shareholders of New Parent upon the consummation of the Merger, (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 required under (A) the rules and regulations of the NNM or such other U.S. national securities exchange, 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 and any related governmental request thereunder, if any, (D) the rules and regulations promulgated by any Telecommunications Operating Authority, and (E) any other applicable Law, (iv) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger 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, and (v) execute and deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each party hereto and its Board of Directors shall (1) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger 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 Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require a party hereto to agree to, including using or proffer to, divest or hold separate any assets or any portion of any business of such entity, any other party hereto, such party or any of their respective Subsidiaries. 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 such filings, 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 best efforts to accomplish furnish to each other all information required for any application or other filing to be made pursuant to the following: rules and regulations of any applicable Law (aincluding all information required to be included in the Proxy Statement and the Registration Statement) preparing 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 filing as soon agreement of the other parties hereto, which consent shall not be unreasonably withheld, delayed or conditioned. As promptly as practicable (but in no event later than five Business Days after the date of this Agreement in respect of any filings required in connection with the HSR Act) all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Mergers and the other transactions contemplated by this Agreement and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, orders, exemptions or waivers byParent shall form, or to avoid an action or proceeding bycause the formation of New Parent and immediately upon formation, a Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and include in each such filing a request for early termination or acceleration of any applicable waiting or review period, to the extent available under the applicable Law, and (ii) preparing and filing, as soon as practicable, any form or report required by any other Governmental Authority relating to any Regulatory Approval; (b) taking all actions necessary to cause all conditions set forth in Article VI, including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder), to be satisfied as soon as practicable; (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is New Parent shall become a party challenging or affecting this Agreement or the consummation of the Mergers and the other transactions contemplated by to this Agreement; (d) coordinating with each other to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated by this Agreement; and (e) executing and delivering any additional instruments necessary to consummate the Mergers and to fully carry out the purposes of this Agreement. All filing fees under the HSR Act and all other filings made pursuant to clause (a) above shall be shared equally between Parent and the Company.