Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party party shall, and shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, use commercially reasonable efforts to (i) obtain or cause to be obtained, or make an appropriate filing or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws Company Disclosure Letter in connection with respect to the Merger Contemplated Transactions, in each case, as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the filing of a Notification Company and Report Form Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the HSR Act Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made within as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) to supply make an appropriate response as promptly as reasonably practicable to any additional request for information and documentary material that may be requested made by a Governmental Body pursuant to the HSR Act any Antitrust Laws, Foreign Investment Laws or any other applicable Antitrust LawHealthcare Laws. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or advisable approvals required under the German and Austrian any applicable Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writingor Foreign Investment Laws. The Parties Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. , Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the Parties agree parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (Ai) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Mergeror Healthcare Laws, (Bii) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (Ciii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Mergeror Healthcare Laws, (Div) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Mergeror Healthcare Laws, to promptly notify the other Party parties of the substance of such communication, (Ev) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Merger, or Healthcare Laws and (Fvi) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Healthcare Laws. Any such disclosures or provision of copies by one Party party to the other others may be redacted or made on an outside counsel only basis, if and to the extent reasonably appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (bc) Notwithstanding anything in this Agreement to the contrary, Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amendedAntitrust Laws, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur prior as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date; provided, howeveroffering, thatnegotiating, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreementcommitting to, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effectand effecting, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective its Subsidiaries), or (2) and any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other thanorder, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in each caseconnection with the Contemplated Transactions, to the extent necessary necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to obtain result in a material adverse effect on the required approvals business, condition (financial or clearances under otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the applicable Antitrust Laws required Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to consummate the Mergerother provisions of this Agreement, such actions that would including this Section 5.8, each party shall not, and would not reasonably be expected toshall cause each of its Subsidiaries to not, individually take, any action or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree omit to take any action with respect that would reasonably be expected to its business materially delay or operations prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with obtaining required approval any filings in connection with any consents or clearance approvals under any applicable Antitrust Laws, Healthcare Laws unless or Foreign Investments Laws in connection with the effectiveness of such agreement or action is conditioned upon Contemplated Transactions, to the Closingextent necessary, and the Regulatory Approvals. (cd) Without limiting the obligations in clauses (a), (b) and (bc) of this Section 6.65.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Merger, each of Parent, Purchaser Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer or the Merger. (de) Prior to the Acceptance Effective Time, the Company each party hereto shall use its commercially reasonable best efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, performance or consummation of the transactions contemplated by this AgreementContemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or its any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Each Party shall (and, in the case of Parent, cause each of its subsidiaries and controlled Affiliates (collectively, the “Parent Group”) to) use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations or pursuant to any contract or agreement to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the End Date) and consummate the Transactions as soon as reasonably practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, and to obtain as promptly as reasonably practicable (and in any event no later than the End Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the OfferTransactions expeditiously. In furtherance and not in limitation of the foregoing, each Party hereto agrees in the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement event that a filing is required pursuant to the contraryHSR Act with respect to the Transactions, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after following the date of this Agreement)hereof, and (ii) to use its reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any applicable Antitrust Law and to use its reasonable best efforts to take any and all other actions necessary, proper or advisable to cause the expiration or termination of any applicable waiting periods under the HSR Act or as soon as practicable. Parent will be solely responsible for and pay all filing fees payable to Governmental Entities under any other applicable Antitrust Law. Parent shall. (b) Parent, with on the prompt reasonable cooperation of one hand, and the Company, be responsible for making on the other hand, shall, in connection with the efforts and obligations referenced in Section 6.4(a), use its reasonable best efforts to (i) consult and cooperate in all respects with each other in connection with any filing or notification submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any application or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed other filing to be made by the Company other Party pursuant to any applicable Law in connection with the Transactions; (iii) promptly notify the other Party of any communication received by such Party from, or given by such Party to, any Governmental Entity and Parent of any communication received or given in writing. The Parties shall also connection with any proceeding by a private Party, in each case regarding any of the Transactions and, subject to applicable Law, furnish the other Party promptly with copies of all correspondence, filings and communications between them and any Governmental Entity with respect to the Transactions; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by any Governmental Entity in respect of the Transactions; and (v) permit the other Party to review any communication given by it to, and consult and cooperate with one anothereach other in advance, and consider in good faith the views of one another, other Party’s reasonable comments in connection with, and provide to any filing, notice, application, submission, communication, meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person. No Party shall independently participate in any meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other Parties sufficient prior notice of the meeting and, to the extent permitted, the opportunity to attend and/or participate therein. Notwithstanding anything in advancethis Agreement to the contrary, any analysesbut without limiting each Party’s obligations under this Section 6.4, appearancesParent shall, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection the Parties, control and lead all communications and strategy for dealing with proceedings under or relating the applicable Governmental Entities with respect to any Antitrust LawsLaw that may be asserted by any Governmental Entity with respect to the Transactions, and Parent shall, on behalf of the Parties, control and lead the defense strategy for dealing with all Proceedings challenging the Transactions that are brought by any applicable Governmental Entity with respect to any Antitrust Law. Without limiting the foregoing, neither Parent nor any member of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings Parent Group shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity relating not to consummate the Transactions, except with the prior written consent of the Company. (c) Notwithstanding anything to the contrary set forth in this Agreement, and in furtherance and not in limitation of the foregoing, Parent shall, and shall cause each member of the Parent Group to, take any and all steps necessary, proper or advisable to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the Transactions under any Antitrust Laws applicable Law or (y) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the Offer consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (but in no event later than the End Date), including (A) proposing, negotiating, committing to, agreeing to and effecting, the Mergersale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses, or any interests therein, of the Company or its subsidiaries, (B) unless prohibited by applicable Law taking or by a Governmental Entityagreeing to restrictions or actions that after the Effective Time would limit any Party’s or its controlled Affiliates’ freedom of action or operations with respect to, or its or their ability to give each other an opportunity to participate retain, any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses, in each case, of such meetings the Company or callsits subsidiaries, or interests therein, or (C) agreeing to enter into, modify or terminate existing contractual relationships, and promptly effecting the extent practicablesale, lease, license, divestiture and holding separate of, assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of the Company or its subsidiaries and the entry into agreements with, and submission to give each other reasonable advance notice of all substantive oral communications with any orders of, the relevant Governmental Entity relating giving effect thereto or to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to restrictions or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Mergeractions; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing nothing in this Agreement shall require any party (I) the Company or Parent to take effectuate or agree to take effectuate any such action unless it is conditioned upon the Closing and only effective following the Closing, or (II) Parent to effect or agree, commit or consent to any divestiture, hold separate order, limitation on conduct or any other remedial action with respect to impacting any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses, or any interests therein, of Parent or any Person other than the Company or its business subsidiaries, or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closinginterests therein. (cd) Without limiting Subject to the obligations in clauses (a) and (b) of this under Section 6.66.4(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer Merger or the Mergerany other Transaction, or any other agreement contemplated hereby, (i) each of Parent, Purchaser Parent and the Company shall, and Parent shall cause each member of the Parent Group to, cooperate in all respects with each other and shall use its reasonable respective best efforts to contest and resist any such action or proceeding and to have vacated, modified, suspended, eliminated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prevents, restrains, enjoins, prohibits, preventsmakes unlawful, restricts or restricts delays consummation of the Offer Transactions, and (ii) Parent shall cause each member of the Parent Group, at Parent’s cost and expense, defend through litigation on the merits of any claim or action asserted in any court, agency or other proceeding by any Person or entity (including any Governmental Entity), whether judicial or administrative, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of, or otherwise in connection with, the Transactions. Notwithstanding anything to the contrary set forth in this Agreement, and in furtherance and not in limitation of the foregoing, none of the Company, any of its subsidiaries, nor any of their respective Representatives, shall be obligated to pay or commit to pay to any Person whose approval or consent is being solicited any cash or other consideration, agree to any term or make any accommodation or commitment or incur any liability or other obligation in connection with its obligations under this Section 6.4 that is not conditioned upon consummation of the Merger. Notwithstanding the foregoing, except as set forth in Article VII, obtaining any approval or consent from any Person pursuant to this Section 6.4 shall not be a condition to the obligations of the Parties to consummate the Transactions. (de) Prior Neither Parent nor Merger Sub, nor any member of the Parent Group shall, and Parent shall cause each member of the Parent Group not to, take any action, including acquiring or agreeing to the Acceptance Timeacquire, the Company shall use its reasonable best efforts to obtain any consents, approvalsincluding by merging with or into or consolidating with, or waivers of third parties with respect to any Contracts to which it or by purchasing a Subsidiary portion of the Company is assets of or equity in, or by any other manner, any business or any Person, corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, properties or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation or such other action could reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity or private party as may be necessary for to consummate the Transactions or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity or private party seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement Transactions; or required by (iii) materially increase the terms risk of not being able to remove any Contract as a result of the execution, performance, such order on appeal or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior otherwise. (f) Notwithstanding anything to the Effective Timecontrary in this Section 6.4, any feethe Parties may, penaltyas they deem advisable and necessary, provide sensitive information and materials to the other Party on an outside counsel-only basis or directly to the applicable Governmental Entity, while, to the extent feasible, making a version in which the sensitive information has been redacted available to the other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such ContractParty.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will, and will cause its respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as practicable and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) cooperate with each other to make an appropriate any filing of a Notification and Report Form pursuant to the HSR Act and all other filings or notification required pursuant to applicable foreign or advisable under any Antitrust Laws with respect to the Merger or Foreign Investment Laws as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement)deadline, and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act any Antitrust Law or any other applicable Antitrust Foreign Investment Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall parties also will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws or Foreign Investment Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, or Foreign Investment Laws and (F) to provide each other with copies of all material written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Foreign Investment Laws. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, if appropriatedeemed advisable and necessary by that party. ParentSuch materials and the information contained therein will be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, after prior consultation with officers, or directors of the Company, shall have recipient without the principal responsibility for devising and implementing advance written consent of the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithparty providing such materials. (b) Notwithstanding anything in this Agreement to the contrary, Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all such actions as may be reasonably necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state Antitrust Laws or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) Foreign Investment Laws to enable all waiting periods under applicable Antitrust Laws or Foreign Investment Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws or Foreign Investment Laws asserted by any Governmental EntityBody, in each case, to cause the Merger to occur prior to as promptly as possible and, in any event, by or before the Outside Date, including promptly complying with any requests for additional information (including any second request) by any Governmental Body; provided, however, thatthat Parent, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent its Subsidiaries and Affiliates shall not have any obligation be required to (or to cause any of its Subsidiaries or Affiliates or the Company toi) offer, negotiate, commit to to, or effect, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and or any of its Subsidiaries or Affiliates (including the Company, Surviving Corporation and their respective its Subsidiaries), or (2) nor any other restrictions on the activities of Parent and Parent, any of its Subsidiaries or Affiliates (including the Surviving Corporation and its Subsidiaries), and (ii) contest, defend, or appeal any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking other actions to prevent the entry, enactment, or promulgation thereof. For the avoidance of doubt, Parent shall not be required to hold separate, sell, divest, license or agree to any other disposition with respect to any operations, divisions, businesses, product lines, customers, assets or relationships of Parent or any of its Affiliates (other than the Company, the Surviving Corporation and their respective Subsidiaries), . Parent shall bear the expenses and costs incurred by the parties in connection with any filings or other thansuch actions that may be required to obtain clearance under any Antitrust Law or Foreign Investment Law for the consummation of the Merger, in each case, to after the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or initial filing in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingeach jurisdiction. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Effective Time, the Company shall each party will use its commercially reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this AgreementContemplated Transactions; provided that provided, that, in no event will the Company either party or its respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective TimeClosing, each Party party shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Offer by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) in cooperation and consultation with each other, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger Transactions as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), unless otherwise agreed to by the Company and Parent in writing) and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested (including pursuant to a second or similar request) pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification notification, or draft filing as may be the case, required or advisable under the German and Austrian foreign Antitrust Laws within fifteen (15) Business Days as promptly as reasonably practicable after the date hereofof this Agreement, unless otherwise agreed to by the Company and Parent in writing. The Parties parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by by, or on behalf of of, such Party party in connection with proceedings under or relating to any Antitrust Laws; provided, however, that Parent shall have the right to devise, control and direct the strategy and timing for, and making of all material decisions relating to (and shall take the lead in all meetings and communications with any Governmental Body relating to), obtaining any Consent of a Governmental Body contemplated by this Section 5.6, including resolving any Action related to any such Consent; provided, further, however, in devising, controlling and directing the strategy and timing for, and making of all material decisions relating to obtaining any Consent of a Governmental Body contemplated by this Section 5.6 Parent must at all times use its reasonable best efforts to consummate the Offer by or before the Outside Date. Without limiting the foregoing, the Parties parties hereto agree (A) to furnish to the other such information and assistance as the other may reasonably request in connection with obtaining any Consent or any Action under or relating to Antitrust Laws or otherwise relating to or to facilitate a Remedy, (B) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable or otherwise relating to the Offer and the Mergeror to facilitate a Remedy, (BC) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (CD) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (DE) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party of the substance of such communication, (EF) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, and (FG) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Laws. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead pay all filing fees in all meetings and communications connection with any Governmental Entity in connection therewithfilings that may be required by this Section 5.6(a). (b) In furtherance of, and without limiting the efforts referenced in Section 5.6(a), Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, clearances or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, the EU Merger Regulation and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, in each case, to cause the Merger Offer to occur be consummated prior to the Outside Date; provided, howeverincluding if necessary to obtain clearance by any Governmental Body before the Outside Date, thatoffering, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreementnegotiating, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company committing to) offer, negotiate, commit to or effectand effecting, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, license or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, products or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation Company and their respective its Subsidiaries), or (2) and any other restrictions on the activities of Parent and its Subsidiaries (including the CompanyCompany and its Subsidiaries) (the foregoing and any other action contemplated by this Section 5.6(b), Surviving Corporation a “Remedy”). To assist Parent in complying with its obligations set forth in this Section 5.6, the Company shall (and shall cause its Subsidiaries to) enter into one or more agreements requested by Parent to be entered into by any of them prior to the Closing with respect to a Remedy. Without Parent’s prior written consent, the Company shall not (and shall not permit any of its Subsidiaries to) take or cause to be taken, do or cause to be done, offer, negotiate, commit to or effect any Remedy. For the avoidance of doubt, no party hereto (or their respective Subsidiaries)) shall be required pursuant to this Section 5.6 to offer, other thannegotiate, commit to or effect any Remedy that is not conditioned upon the Closing. Notwithstanding anything in each case, this Agreement to the extent necessary contrary, (i) Parent’s obligation to obtain (and to cause its Subsidiaries (including for this purpose, the required approvals Company and its Subsidiaries) to) offer, negotiate, commit to or clearances under the applicable Antitrust Laws required effect any Remedy or Remedies shall be limited to consummate the Merger, such actions (a) total ankle replacement products and services and (b) other products and services that would not, and would not reasonably be expected torepresented, individually or in the aggregate, materially less than $25,000,000 of annual revenue generated during the 2018 fiscal year, and adversely affect (ii) Parent shall not be required to (or to cause its Subsidiaries (including for this purpose, the business of the CompanyCompany and its Subsidiaries) to) offer, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require negotiate, commit to or effect any party Remedy or Remedies other than those required pursuant to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingclause (i). (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.65.6, including Parent’s right to devise, direct and control the strategy relating to such actions or proceedings, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Mergerany Transaction, each of Parent, Purchaser Buyer and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, decision or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer or the MergerTransactions. (d) Prior to the Acceptance Time, the Company each party shall use its commercially reasonable best efforts to obtain any consents, approvals, approvals or waivers of third parties with respect to any Contracts to which it (or a any Subsidiary of the Company Company) is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Transactions or required by the terms of any Contract as a result of the execution, performance, performance or consummation of the transactions contemplated by Transactions; provided, that, notwithstanding anything to the contrary in this Agreement; provided that , except in order to effect a Remedy in accordance with the terms of this Agreement, in no event will Parent, Buyer or the Company be required to pay or make or commit to pay or make (and without the prior written consent of Parent, none of the Company or any of its Subsidiaries be required shall pay or make or commit to paypay or make), prior to the Effective TimeClosing, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval, approval or waiver required with respect to any such Contract. (e) Each of the parties agrees that, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Article VI, it will not, and will ensure that none of their respective Subsidiaries will, consummate, or enter into any agreement providing for, any investment, acquisition or other business combination that would reasonably be expected to materially delay or prevent the consummation of the Transactions.

Further Action; Efforts. (a) Subject Prior to the terms and conditions earlier of this Agreement, prior to the Effective TimeTime and the valid termination of the Merger Agreement in accordance with Article VII thereof, each Party of the Lenders, on the one hand, and the Borrower, on the other hand, shall, and shall cause their respective Subsidiaries and controlled Affiliates to use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to To the contraryextent permitted by applicable Law, each of the Parties agree Lenders and the Borrower will use commercially reasonable efforts to, or and use commercially reasonable efforts to cause their ultimate parent entity (furnish all information concerning such party and its controlled Affiliates, if applicable, as such term is defined in the HSR Act) other party may reasonably request to, (i) obtain or cause to be obtained, or make an appropriate filing or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws Company Disclosure Letter in connection with respect to the Merger Contemplated Transactions, in each case, as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the filing of a Notification Borrower and Report Form the Lenders in writing, the applicable filings (or draft filings where applicable) pursuant to the HSR Act Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made within as promptly as practicable after the date of the Merger Agreement (and in no event later than ten (10) Business Days after the date of this the Merger Agreement)), and (ii) to supply make an appropriate response as promptly as reasonably practicable to any additional request for information and documentary material that may be requested made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, in each case, to the HSR Act or any other applicable Antitrust Lawextent relating to the Contemplated Transactions. Parent The Borrower shall, with the prompt reasonable cooperation of the CompanyLenders, be responsible for making any filing or notification required or advisable for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. To the German and Austrian Antitrust Laws within fifteen (15) Business Days after extent permitted by applicable Law, the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties parties hereto shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. , Foreign Investment Laws or Healthcare Laws, in each case, to the extent relating to the Contemplated Transactions. (b) Without limiting the foregoing, each of the Parties agree Borrower, on the one hand, and the Lenders, on the other hand, agree, in each case in connection with the Merger or the other Contemplated Transactions and to the extent permitted by applicable Law (Ai) to give each the other party reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Mergeror Healthcare Laws, (Bii) unless prohibited by applicable Law or by a Governmental Entity, to give each the other party an opportunity to participate in each of such meetings or callsmeetings, (Ciii) to the extent practicable, to give each the other party reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Mergeror Healthcare Laws, (Div) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Mergeror Healthcare Laws, to promptly notify the other Party party of the substance of such communication, (Ev) to provide each the other party with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Mergeror Healthcare Laws, and (Fvi) to provide each the other party with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Healthcare Laws. Any such disclosures or provision of copies by one Party any of the Lenders or the Borrower to the other party may be redacted or made on an outside counsel only basis, if and to the extent reasonably appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (bc) Parent shall use reasonable best efforts toNotwithstanding anything in this Agreement to the contrary, each of the Lenders shall, and shall cause each of its Subsidiaries and controlled Affiliates to use their reasonable best efforts to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amendedAntitrust Laws, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, (ii) use its commercially reasonable efforts to take any and all actions reasonably necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use commercially reasonable efforts to take any and all actions reasonably necessary to obtain any other consents, clearances, or approvals required (as determined by Parent under the Merger Agreement) in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur prior as promptly as possible, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date; provided, howeveroffering, thatnegotiating, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreementcommitting to, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effectand effecting, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Lenders or any of their Subsidiaries or controlled Affiliates (including the Company, Surviving Corporation and their respective Subsidiaries), or (2its subsidiaries) and any other restrictions on the activities of Parent and its the Lenders or any of their Subsidiaries or Affiliates (including the Company, Surviving Corporation and their respective its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other thanorder, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party to the Merger Agreement to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that none of the Lenders will be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in each caseconnection with the Contemplated Transactions, to the extent necessary necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to obtain result in a material adverse effect on the required approvals business, condition (financial or clearances under otherwise), assets, operations, or results of operations of the applicable Antitrust Laws Lenders or any of their Subsidiaries or Affiliates (including the Surviving Corporation), taken as a whole, following the Contemplated Transactions. Each of the Lenders shall not, and shall cause each of its Subsidiaries and controlled Affiliates to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body in a manner that would result in the clearance by such Governmental Body required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or Contemplated Transactions from being obtained before the Outside Date being less probable in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingmaterial respect. (cd) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Merger, each of Parent, Purchaser and the Company Lenders shall cooperate in all respects with each other the Borrower and shall use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer or the Merger. (de) Notwithstanding anything in this Agreement to the contrary, in no event shall any provision of this Annex C directly or indirectly obligate or require the Lenders or any of their Affiliates to waive, or otherwise impair, alter or prejudice, any of the rights or remedies granted to the Lenders or their applicable Affiliates under the Transaction Documents, the SLR Financing Agreements, the Credit Agreement or the Loan Documents, or terminate or amend or modify any of the Transaction Documents, the SLR Financing Agreements, the Credit Agreement or the Loan Documents to which the Lenders or their applicable Affiliates are parties. (f) To the extent the Lenders propose to amend Schedule A to the SLR Rollover Agreement (as copy of which, as of the date hereof, is attached hereto as Annex A) pursuant to Section 2.1 thereof after the date hereof for any reason, including to reflect (i) the incurrence or issuance of any Additional Rollover Indebtedness and/or Additional Rollover Warrants (in each case, as defined in the SLR Rollover Agreement), and (ii) any additional Topco Series A Preferred Units and/or Topco Common Units issuable to the Lenders in exchange for such Additional Rollover Indebtedness and/or Additional Rollover Warrants pursuant to Section 2.1 of the SLR Rollover Agreement, the Lenders shall (A) deliver their good faith calculations supporting such amendment to the Borrower concurrently with the delivery of such calculations to Topco, (B) consult with the Borrower in good faith regarding such calculations and any allocations between such additional Topco Series A Preferred Units and Topco Common Units in any such proposed amendment and (C) consider in good faith any and all reasonable comments made by the Borrower in good faith with respect to such calculations and any allocations between such additional Topco Series A Preferred Units and Topco Common Units in any such proposed amendment (it being understood that the Borrower will not be permitted to contest or dispute such calculations so long as such calculations are made in accordance with Section 2.1 of the SLR Rollover Agreement, and to the extent there is any such contest or dispute, the Lenders’ calculation shall control so long as such calculations are made in accordance with Section 2.1 of the SLR Rollover Agreement). (g) Prior to the Acceptance Timeearlier to occur of the Effective Time and the valid termination of the Merger Agreement in accordance with Article VII thereof, the Company Lenders shall, and shall cause the Holders (as defined in the SLR Rollover Agreement) to, (i) upon the terms, and subject to the satisfaction or valid waiver of the conditions precedent, set forth in the SLR Rollover Agreement, consummate the SLR Rollover Contribution (and, the Rollover Closing (as defined in the SLR Rollover Agreement) (other than in respect of actions required to be taken by Topco or Parent)) on the Closing Date on the terms described therein, and (ii) use its commercially reasonable best efforts to obtain any consentscause Topco and Parent to consummate the issuance of Topco Series A Preferred Units and Topco Common Units to the Lenders pursuant to and in accordance with the SLR Rollover Agreement on the Closing Date. As a condition and inducement to the Borrower’s willingness to enter into this Agreement, approvals, or waivers of third parties with respect to any Contracts the other Transaction Documents to which it or a Subsidiary of the Company is a party and the other SLR Financing Agreements to which it is a party, the Borrower is and shall be an express third-party beneficiary of the SLR Rollover Agreement solely for purposes of causing the Holders (as may be necessary for defined in the SLR Rollover Agreement) to cause the consummation of the transactions contemplated by this Agreement or required by SLR Rollover Contribution (and, subject to the terms of any Contract as a result and conditions of the executionSLR Rollover Agreement, performancethe Rollover Closing (as defined in the SLR Rollover Agreement) (other than in respect of actions required to be taken by Topco or Parent)) upon the satisfaction or valid waiver of the conditions precedent set forth therein pursuant to and in accordance with Section 2.1 and Section 2.2 of the SLR Rollover Agreement, or and the Borrower shall be entitled to enforce those provisions of the SLR Rollover Agreement, including pursuant to Section 9 of the SLR Rollover Agreement, to cause the Holders to cause the consummation of the transactions contemplated by this SLR Rollover Contribution (and, subject to the terms and conditions of the SLR Rollover Agreement; provided that , the Rollover Closing (as defined in no event will the Company or its Subsidiaries be SLR Rollover Agreement) (other than in respect of actions required to paybe taken by Topco or Parent)) upon the satisfaction or valid waiver of the conditions precedent set forth therein pursuant to and in accordance with Section 2.1 and Section 2.2 of the SLR Rollover Agreement, prior to as if the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third Borrower were a direct party to obtain any consent, approval, or waiver required with respect to any such Contractthereto.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to obtain any consents, approvals or waivers of third parties with respect to any Company Material Contracts to which the Company or any of the Company Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party of the Company, Parent and Merger Sub shall use its commercially reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) toincluding, (i) make an making all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise as determined by Parent, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within later than ten (10) Business Days after the date of this Agreement)hereof with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) to supply obtaining as promptly as practicable the termination of any waiting period under the HSR Act and any applicable foreign Antitrust Laws, (iii) cooperating and consulting with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations. (b) In connection with the efforts referenced in Section 7.07(a) and subject to applicable Law, each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, together with their respective counsel will (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party reasonably practicable informed of any additional information communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and documentary material that may be requested pursuant of any communication received or given in connection with any proceeding by a private party, in each case regarding the Transactions and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. Neither Parent, Merger Sub nor the Company shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other applicable Antitrust Law. Parent shallLaws, with without the prompt reasonable cooperation prior written consent of the other. The Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one anotherParent, and consider in good faith the views of one anotherMerger Sub may, in connection withas each deems advisable and necessary, and provide reasonably designate any competitively sensitive material provided to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable this Section 7.07 as “Outside Counsel Only Material.” Notwithstanding anything to the Offer and the Mergercontrary in this Section 7.07, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) materials provided to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to party or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall its counsel may be permitted to redact any materials (x) redacted to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting In furtherance and not in limitation of the obligations covenants of the parties contained in clauses (aSection 7.07(a) and Section 7.07(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (bor threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of this Section 6.6the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Parent, Merger Sub and the Company shall use its commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. (d) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Authority or private party challenging the Offer Merger or the Mergerany other Transaction, each of Parent, Purchaser Merger Sub and the Company shall cooperate in all respects with each other and shall use its respective commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer Transactions. Parent shall be entitled to direct the antitrust defense of the Merger or the Merger. (d) Prior any other Transactions, or negotiations with, any Governmental Authority or other Person relating to the Acceptance TimeMerger or regulatory filings under applicable Antitrust Law, subject to the provisions of Sections 7.07(a), (b), (c) and (e). The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Authority with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its commercially reasonable best efforts to obtain provide full and effective support of Parent in all material respects in all such negotiations and discussions to the extent requested by Parent. (e) Notwithstanding the foregoing or any consentsother provision of this Agreement, approvals(i) nothing in this Section 7.07 shall limit a party’s right to terminate this Agreement pursuant to Section 9.01 and (ii) nothing in this Agreement shall obligate Parent, Merger Sub or waivers any of third parties with respect their respective Affiliates to any Contracts agree to which it or a Subsidiary (and none of the Company is or any Company Subsidiary shall, without the prior written consent of Parent) (A) sell, hold separate or otherwise dispose of all or a party as may be necessary for portion of its respective business, assets or properties, or conduct its business in a specified manner, (B) pay any amounts (other than the consummation payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties or of the transactions contemplated by this Agreement businesses, properties or required by the terms of any Contract as a result assets of the execution, performance, Company and the Company Subsidiaries or consummation (D) waive any of the transactions contemplated by conditions set forth in Article VIII of this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each Party parties shall use its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, properproper or advisable (including under any Antitrust Law) to consummate the transactions contemplated hereby as soon as practicable and (ii) do all things necessary, proper or advisable under applicable Laws Applicable Law and regulations to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by hereby at the earliest practicable date, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approval, consent or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity expiration of any applicable waiting period (as such term is defined in including under the HSR Act, the EU Merger Regulation or any other Antitrust Law) toand duly make all notifications and other filings required under the HSR Act, the EU Merger Regulation or any other Antitrust Law and; (iB) make using reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated hereby under any Antitrust Law raised by any Governmental Entity. (b) In furtherance and not in limitation of the provisions of Section 6.7(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicable an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all any other appropriate filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act EU Merger Regulation or any other applicable Antitrust Law. Each of the Company and Parent shallshall bear its respective expenses, charges and filing fees associated with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to filings by the Company and Parent in writing. The Parties required under the HSR Act, the EU Merger Regulation or any other Antitrust Law. (c) If a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby then such party shall also consult and cooperate with one another, and consider in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the views of one anotherother party, a response which is, at a minimum, in substantial compliance with such request. (d) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection withwith obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereby without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and provide such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other Parties party all information within its possession that is required for any application or other filing to be made by the other party pursuant to Applicable Law in advance, connection with the transactions contemplated hereby; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated hereby; (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such Party any party hereto in connection with proceedings under or relating to any the Antitrust Laws. Without limiting the foregoing, the Parties agree Law; and (Av) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating without prejudice to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party rights of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinionsparties hereunder, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable subject to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries6.7(e)(iv), or (2) any other restrictions on the activities of Parent consulting and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate cooperating in all respects with each the other in defending all lawsuits and shall use its reasonable best efforts to contest and resist other proceedings by or before any such action Governmental Entity challenging this Agreement or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by hereby. (e) Notwithstanding anything to the contrary herein, nothing in this Agreement Section 6.7 shall require either Parent or required by the terms any of its subsidiaries to: (i) agree to or to effect any Contract as a result of the execution, performancedivestiture of, or consummation hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penaltysubsidiaries or of Parent or its subsidiaries, or other consideration to enter into any settlement or make any other accommodation consent decree, or agree to any third party to obtain any consentundertaking, approval, or waiver required with respect to any such Contractbusiness or assets of the Company or its subsidiaries or of Parent or its subsidiaries, (ii) enter into, amend or agree to enter into or amend, any contracts or agreements of the Company or its subsidiaries or of Parent or its subsidiaries, (iii) otherwise waive, abandon or alter any material rights or obligations of the Company or its subsidiaries or of Parent or its subsidiaries or (iv) file or defend any lawsuit, appeal any judgment or contest any injunction issued in a proceeding initiated by a Governmental Entity, except in the case of clauses (i), (ii) and (iii), that Parent shall be obligated to commit to and undertake, if necessary, to a sale, divestiture, other conveyance, license or hold separate arrangement of assets that contributed up to 10% of the Company and its subsidiaries’ consolidated earnings before interest and taxes for the 12-month period ended June 30, 2012 (a “Required Divestiture” ). Parent’s obligations with respect to any Required Divestiture shall be unconditional and not qualified by reasonable best efforts and no actions taken with respect to any Required Divestiture shall be considered for purposes of determining whether a Material Adverse Effect has occurred.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, including: (i) obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) obtaining all necessary consents, qualifications, approvals, waivers or exemptions from non-governmental third parties; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, but excluding any lawsuits or other legal proceedings brought by or against any Insurance Regulator; and (iv) executing and delivering any additional documents or instruments necessary to consummate the Transactions and to carry out this Agreement (it being acknowledged and agreed that no Parent Company shall be obligated to, and no Acquired Company shall, without the prior written consent of Parent (which consent shall be in the sole discretion of Parent), in connection with the actions contemplated by the foregoing clauses (ii) and (iv), agree to any modification to or accommodation under any Contract or pay any fee, penalty or other consideration to any third party for or relating to any consent or approval required for the consummation of the Transactions). In furtherance and not in limitation of the foregoing, each party hereto agrees to make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior Transactions within a reasonable time period not to the expiration of any applicable legal deadline exceed fifteen (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (1015) Business Days days after the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Each party hereto agrees to make appropriate filings of Applications for Approval of Acquisition of Control Statements, or “Form A” statements, and all related filings, with respect to the Transactions with the applicable Insurance Regulators, as applicable, as soon as practicable after the date hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to the Insurance Laws and to take all other commercially reasonable actions necessary, proper or advisable to obtain the applicable consents and approvals of the applicable Insurance Regulators as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with and without limiting the obligations to use certain efforts referenced in Section 5.7(a), to the extent relating to the requisite approvals, authorizations and clearances for the Transactions under the HSR Act and the other Regulatory Laws and the Insurance Laws, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Action initiated by a private party, (ii) keep the other reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), any Insurance Regulator or any other Governmental Entity and of any communication received or given in connection with any Action by a private party, in each case regarding any of the Transactions, (iii) permit the other a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting, discussion or conference with, the FTC, the DOJ, any Insurance Regulator or any other Governmental Entity or, in connection with any Action by a private party, with any other Person, and, to the extent permitted by the FTC, the DOJ, such Insurance Regulator or such other applicable Antitrust LawGovernmental Entity or other Person, as applicable, give the other the reasonable opportunity to attend and participate in such meetings, discussions and conferences and (iv) to the extent practicable and subject to the other provisions in this Section 5.7, attempt to confer in good faith in order to (A) exchange and review respective views and positions with the other as to potential Materially Burdensome Conditions and (B) discuss and present to, and engage with, the applicable Governmental Entity regarding any approaches or actions that could mitigate the scope or impact of a potential Materially Burdensome Condition so that it does not become a Materially Burdensome Condition. Parent shalland the Company shall promptly advise each other upon receiving any communication, with including promptly furnishing each other copies of any written or electronic communication, and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any requisite approval, authorization or clearance for the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable Transactions under the German and Austrian Antitrust Laws within fifteen (15) Business Days after HSR Act or any Requisite Regulatory Approval will not be obtained or that the date hereofreceipt of any such approval, unless otherwise agreed to by the Company and Parent in writingauthorization or clearance or Requisite Regulatory Approval will be materially delayed or conditioned or impose or require a Materially Burdensome Condition. The Parties shall also parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals to be made or submitted by or on behalf of such Party any party hereto, including reasonable access to any materials submitted in connection with any proceedings under or relating to the HSR Act or any Antitrust Lawsother applicable Regulatory Law, including any proceeding under 16 C.F.R. § 803.20. Without limiting Notwithstanding the foregoing, the Parties agree (A) to give each other reasonable advance notice of Parent shall have final approval over all substantive meetings with any Governmental Entity relating matters pertaining to any Antitrust Laws applicable to the Offer and the MergerAction, (B) unless prohibited by applicable Law meeting, discussion, conference or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or response in connection with the HSR Act, Act and any Requisite Regulatory Approval and (B) the ▇▇▇▇▇▇▇ ActCompany and Parent may, as amended, each deems advisable and necessary (after consultation with the ▇▇▇▇▇▇▇ ActCompany’s or Parent’s outside legal counsel, as amendedapplicable), reasonably designate any competitively sensitive material provided to the Federal Trade Commission Actother side under this Section 5.7(b) as Competitively Sensitive Information (as defined in the Confidentiality Agreement (for the avoidance of doubt, as amendedsupplemented by the letter agreement, dated as of January 29, 2018 (the “Clean Team Addendum”), by and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for between the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, Company and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause Parent)). Such materials and the Merger to occur prior information contained therein shall be given only to the Outside Date; providedClean Team Member (as defined in the Clean Team Addendum) and the outside counsel for matters relating to Regulatory Law of the recipient and will not be disclosed by such Clean Team Member or outside counsel to employees, howeverofficers, that, notwithstanding this Section 6.6(b) directors or anything to consultants of the contrary in this Agreement, Parent shall not have any obligation to (recipient or to cause any of its Subsidiaries Affiliates, unless expressly provided for in and in compliance with the terms and conditions set forth in the Confidentiality Agreement (for the avoidance of doubt, as supplemented by the Clean Team Addendum)) or Affiliates or express permission is obtained in advance from the Company to) offeror Parent, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) as the sale, divestiture, licensecase may be, or other disposition of any and all its outside legal counsel. Each of the capital stock, assets, equity holdings, rights, products, or businesses of Company and Parent shall cause the Parent Clean Team Member and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiariesoutside legal counsel for matters relating to Regulatory Law to comply with this Section 5.7(b), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the any other obligations in clauses (a) and (b) of this Section 6.6Parent hereunder, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall Parent will use its reasonable best efforts to contest respond to and resist seek to resolve as promptly as reasonably practicable any such objections asserted by any Governmental Entity with respect to the Transactions and use reasonable best efforts to take any and all action necessary to ensure that each requisite approval, authorization or proceeding clearance under the HSR Act and to have vacatedeach Requisite Regulatory Approval is obtained by the Outside Date, liftedin each case, reversed, without imposing or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Mergerrequiring a Materially Burdensome Condition. (d) Prior Notwithstanding anything in this Agreement to the Acceptance Timecontrary, no Parent Company shall be obligated to, and no Acquired Company shall, without the prior written consent of Parent, consent to, take or refrain from taking, or offer or commit or consent to take or refrain from taking (i) any action that involves (A) making any divestiture or disposition of any portion of any business or assets, (B) licensing any portion of any business or assets, (C) accepting or entering any consent decree or hold separate order or (D) placing any assets in trust, in each case by Parent or any of the other Parent Companies or the Company shall use its reasonable best efforts or any of the other Acquired Companies or any of their respective Affiliates, in each case except for such actions related to obtain de minimis assets (with such assets measured on a scale relative to the Acquired Companies, taken as a whole), (ii) any consentsaction that involves (A) accepting or entering into any operational restriction or restriction on the payment or declaration of dividends, approvals(B) making any capital commitment or capital guaranty or (C) entering into any capital support agreement, statement of support, guarantee, keep well or other similar capital maintenance undertaking to maintain a minimum risk-based capital level or rating, in each case with respect to, or waivers of third parties with respect to any Contracts to which it in connection with, Parent or a Subsidiary of the other Parent Companies or the Company is a party as may or the other Acquired Companies or any of their respective Affiliates which, in each case and together with any other such action, would or would reasonably be necessary for expected to detract from the consummation of benefits reasonably expected to be derived by Parent and the transactions contemplated by this Agreement or required by the terms of any Contract other Parent Companies as a result of the executionMerger (with such benefits measured on a scale relative to the Acquired Companies, performancetaken as a whole and to include Parent’s ability to operate its business after giving effect to the Merger), or consummation (iii) any action that would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, after giving effect to the Merger (with such materiality measured on a scale relative to the Acquired Companies, taken as a whole), in each case of the transactions contemplated by immediately foregoing clauses (i), (ii) and (iii), whether before or after the Closing (any such action, a “Materially Burdensome Condition”). (e) Notwithstanding anything to the contrary contained in this Agreement; provided that , in no event will the Company shall a party hereto or any of its Subsidiaries Affiliates be required by a Governmental Entity to pay, prior agree to the Effective Time, any fee, penaltytake, or other consideration or make enter into any other accommodation to any third party to obtain any consentaction, approval, or waiver required with respect to any such Contractwhich action is not conditioned upon the Closing.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each Party parties shall use (x) its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, properproper or advisable (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things reasonably necessary, proper or advisable under applicable Laws Law to consummate the Offer, the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act and (B) defending all Actions by or before the Outside Date. Notwithstanding anything in any Governmental Entity challenging this Agreement or the consummation of the Merger; and (y) reasonable best efforts to resolve any objection asserted with respect to the contrarytransactions contemplated under this Agreement under any Antitrust Law or Foreign Merger Control Law raised by any Governmental Entity and to prevent the entry of any Order, and to have vacated, lifted, reversed or overturned any Order of any Governmental Entity that would prevent, prohibit, restrict or delay the Parties agree toconsummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 6.3(a), each of the parties, as applicable, agrees to prepare and file as promptly as reasonably practicable any filings required to be made under any Antitrust Law or to cause their ultimate parent entity (as such term is defined Foreign Merger Control Law; provided that, in the HSR Act) toany event, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act shall be prepared and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger filed as promptly soon as reasonably practicable but in no event later than eight Business Days. Parent shall pay all filing fees for the filings required under any Antitrust Law or Foreign Merger Control Law by the Company and in Parent. Each of Parent and the Company agrees to promptly comply with any event prior to Request for Additional Information and Documentary Materials ( a “Second Request”) from the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form relevant Governmental Entity pursuant to the HSR Act must and in any event within ninety calendar days of receipt of such Second Request. (c) The parties shall keep each other apprised of the status of significant matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made within ten (10) Business Days after by any party under any Antitrust Law or Foreign Merger Control Law and coordinating with each other in relation to each step of the date procedure before the relevant Governmental Entities and as to the contents of this Agreement)all material communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any material notification to any Governmental Entity in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing, to supply the extent permitted by Law, to the other party all necessary information that the other party may reasonably request in connection with filings required to be made by such other party under Antitrust Laws and Foreign Merger Control Laws; and (iii) promptly notifying each other of any material communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is given the opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement. (d) In addition, each of the parties shall take, or cause to be taken, all other action and to do, or cause to be done, all other things reasonably necessary, proper or advisable under all Antitrust Laws to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, including without limitation, the provisions of Section 6.3(a), Parent and its Subsidiaries shall have no obligation to: (i) sell, divest, or otherwise convey any assets, categories, portions or parts of assets or businesses of the Company or its Subsidiaries or Parent or its Subsidiaries; (ii) agree to sell, divest, or otherwise convey any asset, category, portion or part of an asset or business of the Company or its Subsidiaries or Parent or its Subsidiaries at any time; (iii) license, hold separate or enter into similar arrangements with respect to any assets of the Company, or its Subsidiaries or Parent or its Subsidiaries; or (iv) alter, modify, terminate or cancel any existing relationships, contracts, rights, obligations, policies or practices of the Company or its Subsidiaries or Parent or its Subsidiaries, as promptly as reasonably practicable a condition to obtaining any additional information and documentary material that may be requested pursuant to all expirations of waiting periods under the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or Consents from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithotherwise. (bf) Parent Any exchange of privileged and/or confidential information and materials by the parties pursuant to this Section 6.3 shall use reasonable best efforts tobe subject to the Joint Defense, Common Interest and shall cause each Confidentiality Agreement dated as of its Subsidiaries and Affiliates to use their reasonable best efforts toAugust 2, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the 2012 between ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, LLP and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before the Outside DateAgreement. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to by applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement)deadline, and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such Party any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Laws. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, basis if appropriate. ParentNotwithstanding anything in this Agreement to the contrary, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts toagrees, and shall cause each of its Subsidiaries and Affiliates Affiliates, to use their reasonable best efforts to, take any and all actions reasonably necessary to obtain any consents, clearances, clearances or approvals (x) required under or in connection with the HSR Act▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, regulation or decree designed to prohibit, restrict, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”) or (y) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall including but not have any obligation limited to (1) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, (2) if necessary to cause obtain clearance by any of its Subsidiaries or Affiliates or Governmental Entity before the Company to) offerOutside Date, negotiateoffering, commit negotiating, committing to or effectand effecting, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, license or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, products or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries and (including 3) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required ability of any party hereto to consummate the MergerOffer and the Merger and taking other actions to prevent the entry, enactment or promulgation thereof; provided, however, Parent shall not be required to take any action if such actions that action would, or would not, and would not reasonably be expected to, individually have a material adverse impact on the Company or in on Parent and its Subsidiaries, taken as a whole. Each party will bear the aggregate, materially expenses and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any costs incurred by such party to take or agree to take any action with respect to its business or operations in connection with obtaining any competition filings and submissions which may be required approval or clearance under any applicable Antitrust Laws unless by such party for the effectiveness consummation of such agreement or action is conditioned upon the ClosingOffer and the Merger pursuant to this Agreement. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall will cooperate in all respects with each other and shall will use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer or the Merger. (dc) Prior to the Acceptance Time, the Company shall each party will use its commercially reasonable best efforts to obtain any consents, approvals, approvals or waivers of third parties with respect to any Permits, Environmental Permits or Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, performance or consummation of the transactions contemplated by this Agreement; provided provided, that in no event will the Company any party or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval, approval or waiver required with respect to any such Contract. (d) To the extent the transactions contemplated by this Merger require action by the Company under the Industrial Site Recovery Act (“ISRA”) (N.J.S.A. 13:1K and N.J.A.C. 7:26B), the Company will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger under ISRA. Parent shall cooperate in all commercially reasonable respects to facilitate compliance with ISRA.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior each of the Company and the Acquiror agrees to the Effective Time, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions reasonable actions, and to do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before hereby as soon as practicable after the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity date hereof (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and but in any event prior to the expiration End Date), including taking all actions to avoid or eliminate each and every impediment to Closing, obtaining any consent, authorization, license, permit, waiting period expiration, order or approval of, clearance from, or exemption by, any Governmental Entity required or advisable to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the transactions contemplated by this Agreement (collectively, “Approvals”). (b) In furtherance and not in limitation of the foregoing, each of the Company and the Acquiror agrees (i) as promptly as practicable, and in any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within event no later than ten (10) Business Days after the date of this Agreement), to prepare and submit a Notification and Report Form as required under the HSR Act, and (ii) to supply as promptly as reasonably practicable following the receipt thereof, respond to (or properly reduce the scope of) any formal or informal request for additional information and or documentary material that may be requested pursuant received by either the Company or the Acquiror from any Governmental Entity and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other applicable Antitrust Lawas soon as practicable. Parent shallThe payment of all filing fees under the HSR Act shall be borne equally (i.e., with 50/50) by the prompt reasonable cooperation of Acquiror, on the one hand, and the Company, be responsible for making any filing on the other hand. (c) Subject to applicable confidentiality restrictions or notification other restrictions required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereofby applicable Law, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one anotherthe Acquiror will notify each other promptly upon the receipt of any request, and consider in good faith the views investigation, comment, question or other inquiry from any officials of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Entity in connection with proceedings under or relating any filings made pursuant to this Section 5.4, and shall cooperate in responding to any Antitrust Lawssuch request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Parties agree (A) to give Company and the Acquiror shall cooperate with each other reasonable advance notice and consider the good faith views of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) party with respect to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, filings, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable proposals made by or on behalf of either party to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable in connection with the transactions contemplated by this Agreement and, to the Offer extent permitted by applicable Law and by the applicable Governmental Entity, each of Company and the MergerAcquiror shall give each other the opportunity to attend and participate in any substantive meetings, discussions, or conferences with any Governmental Entity taken pursuant to this Section 5.4. The Company and the Acquiror may, as each deems advisable and necessary, designate any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted (i) to the extent necessary to comply with contractual arrangements and (ii) to the extent necessary to address reasonable privilege and confidentiality concerns. (d) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates, in each case as applicable, shall be required to take any of the following actions: (i) propose, negotiate, offer to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (ii) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control with respect to the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (iii) terminate any Contract or other business relationship, or (iv) extend any waiting period with any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) each party shall cooperate with the Parties shall be permitted other and use its reasonable best efforts to redact oppose any materials (x) to remove references concerning request for, the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Lawentry of, and (z) as necessary seek to address reasonable attorney-client privilege concerns; providedhave vacated or terminated, furtherany order, that any such disclosures judgment, decree, injunction or provision ruling of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts tothat would reasonably be expected to restrain, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts toprevent or delay the Closing, take including by defending through litigation, any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws action asserted by any Person in any court or before any Governmental Entity, Entity and (B) the Acquiror agrees (and none of the obligations set forth in each casethis clause (B) will be limited or qualified by “reasonable best efforts”), to cause the Merger extent required by any Governmental Entity to occur consummate the transactions contemplated by this Agreement prior to the Outside End Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to1) offerpropose, negotiate, offer to commit to or and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of a portion of the Business or any of the Transferred Assets, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case with respect to the Business or any Transferred Assets, or (3) terminate any Contract or other business relationship of the Business (each of the actions referred to in clauses (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries through (including the Company, Surviving Corporation and their respective Subsidiaries3), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiariesa “Remedial Action”), other than, in each casecase of the foregoing clauses (1) through (3), to the extent necessary to obtain the so long as such required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that Remedial Action would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect reasonably be expected to have a material adverse impact on the business Business; provided further, however, that the consummation of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement any such required Remedial Action shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is be conditioned upon the occurrence of the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the Merger and consummation of the other transactions contemplated by this Agreement by or before the Outside DateTransactions. Notwithstanding anything the foregoing, but subject to the provisions of the following sentences, nothing in this Agreement to the contraryshall require Parent, the Parties agree Merger Sub I or Merger Sub II to, and no Acquired Company shall, without the prior written consent of Parent, agree to any material modification to or material accommodation under any Contract or pay any material fee, penalty or other consideration to cause their ultimate parent entity (as such term is defined any third party for any consent or approval required for the consummation of the Transactions. In furtherance and not in limitation of the HSR Act) toforegoing, each party hereto agrees to make (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline Transactions within twenty (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (1020) Business Days after from the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act, (ii) if required, appropriate filings under any Regulatory Law as soon as reasonably practicable and (iii) any other applicable Antitrust Law. Parent shallnecessary, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required proper or advisable under the German registrations, filings and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed notices. Subject to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) except as necessary required by any Governmental Entity, neither Parent nor the Company shall agree to address reasonable attorney-client privilege concerns; provided, further, that extend any such disclosures waiting period under the HSR Act or provision any other Regulatory Law without the prior written consent of copies by one Party to the other may be made on an outside counsel only basis, if appropriateparty. Parent, after prior consultation with Parent shall pay the Company, shall have filing fee for the principal responsibility for devising Notification and implementing the strategy for obtaining any necessary clearances Report Forms filed under the Antitrust Laws HSR Act and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithother filings required pursuant to this Section 5.6(a). (b) Without limiting Section 5.6(a), Parent shall use reasonable best efforts agrees to, and shall will cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consentsavoid, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amendedeliminate, and resolve any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable and all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws any Regulatory Law or trade regulation law that may be asserted by any Governmental Entity, in each case, to cause the Merger to occur prior Entity or any other Person with respect to the Outside Date; providedTransactions contemplated by this Agreement and to obtain all consents, howeverapprovals, thatand waivers under any Regulatory Law that may be required by any Governmental Entity to enable the parties to close the Transactions as promptly as reasonably practicable, notwithstanding this Section 6.6(bincluding, (i) or anything to the contrary in this Agreementproposing, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company negotiating, committing to) offer, negotiate, commit to or effectand/or effecting, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, transfer, license, disposition, or other disposition hold separate (through the establishment of any and all a trust or otherwise) of the capital stock, such assets, equity holdings, rights, productsproperties, or businesses of the Parent and or its Subsidiaries or Affiliates or of the assets, properties, or businesses to be acquired pursuant to this Agreement as are required to be divested in order to avoid the entry of any decree, judgment, injunction (including the Company, Surviving Corporation and their respective Subsidiariespermanent or preliminary), or (2) any other restrictions on order that would make the activities Transactions unlawful or would otherwise materially delay or prevent the consummation of the Transactions, (ii) terminating, modifying, or assigning existing relationships, Contracts, or obligations of Parent and or its Subsidiaries or Affiliates or those relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, (including iii) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the Companyassets, Surviving Corporation and properties, or businesses to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take any other action that would limit Parent or its Subsidiaries or Affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective Subsidiaries)operations, other thandivisions, in each casebusinesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the extent necessary assets, properties, or businesses to obtain the required approvals or clearances under the applicable Antitrust Laws required be acquired pursuant to consummate the Merger, such actions this Agreement; provided that would not, and would Parent is not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree obligated to take any action with respect to its business or operations contemplated in connection with obtaining required approval or clearance under any applicable Antitrust Laws clause (i) through (iv) unless the effectiveness of such agreement or action is conditioned upon the Closingclosing of the Transactions. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6In addition, in the event that if any administrative or judicial action or proceeding is instituted (or threatened threatened) challenging the Transactions as violating any Regulatory Law or if any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be instituted) entered or enforced by a any Governmental Entity challenging that would make the Offer Transactions illegal or otherwise delay or prohibit the Mergerconsummation of the Transactions, each of Parent, Purchaser Parent and the Company its Affiliates and Subsidiaries shall cooperate in take any and all respects with each other and shall use its reasonable best efforts actions to contest and resist defend any such action claim, cause of action, or proceeding and to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or overturned terminated, any decree, order, judgment, injunction, decision, or other order, injunction (whether temporary, preliminary, or permanent, that is in effect and ) that prohibits, prevents, or restricts consummation of the Offer or the MergerTransaction. (d) Prior Each of Parent, Merger Sub I and Merger Sub II, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 5.6(a), Section 5.6(b) and Section 5.6(c) to obtain all requisite approvals and authorizations for the Acceptance TimeTransactions under the HSR Act or any other Regulatory Law and to make any other necessary, the Company shall proper, or advisable registrations, filings and notices, use its reasonable best efforts to obtain (i) cooperate in all respects with each other in connection with any consentsfiling or submission and in connection with any investigation or other inquiry, approvalsincluding any Action initiated by a private party, (ii) promptly notify the other party of any substantive communication made or waivers received by Parent or the Company, as the case may be, from any Governmental Entity and of third parties any communication received or given in connection with any Action by a private party, in each case regarding any of the Transactions (iii) subject to applicable Law, permit the other party a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting or conference with, the FTC, the DOJ or any other Governmental Entity or party, and (iv) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend or participate. Notwithstanding the foregoing, the Company and Parent may, as each deems advisable and necessary, reasonably designate any Contracts competitively sensitive material provided to which it the other side under this Section 5.6(d) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by outside counsel to employees, officers, directors or a Subsidiary consultants of the recipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. Each of the Company is a party as may be necessary for the consummation of the transactions contemplated by and Parent shall cause its respective counsel to comply with this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such ContractSection 5.6(d).

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall of the Company, Parent and Merger Sub shall, as promptly as practicable, use its reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, Sub shall (i) make an all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) later than 10 Business Days after the date of this Agreement)Agreement with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) use reasonable best efforts to supply obtain as promptly as reasonably practicable the termination of any additional information and documentary material that may be requested pursuant to waiting period under the HSR Act or and any applicable foreign Antitrust Laws, (iii) cooperate and consult with each other applicable Antitrust Law. Parent shall, with in (A) determining which filings are required to be made prior to the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other Parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and consummation of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer Transactions and the Merger, (B) unless prohibited by applicable Law timely making all such filings and timely seeking all such consents, approvals, permits, notices or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithauthorizations. (b) Parent shall use reasonable best efforts toIn connection with, and shall cause without limiting, the efforts referenced in Section 6.10(a), each of its Subsidiaries the Company, on the one hand, and Affiliates to use their reasonable best efforts toParent and Merger Sub, take any and on the other hand, will (i) cooperate in all actions necessary to obtain any consents, clearances, or approvals required under or respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the HSR Actother reasonably informed of any communication received by it from, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amendedor given by it to, the Federal Trade Commission Act(the “FTC”), as amendedthe Antitrust Division of the Department of Justice (the “DOJ”) or any other United States or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Transactions and (iii) permit the other to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other federalGovernmental Authority (other than the Defense Security Service) or, state or foreign lawin connection with any proceeding by a private party, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expirewith any other Person, and to avoid the extent permitted by the FTC, the DOJ or eliminate impediments under such other applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause Authority (other than the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(bDefense Security Service) or anything other Person, give the other the opportunity to the contrary attend and participate in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any such meetings and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingconferences. (c) Without limiting In furtherance and not in limitation of the obligations covenants of the Parties contained in clauses (aSection 6.10(a) and Section 6.10(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (bor threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of this Section 6.6the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. (d) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Authority or private party challenging the Offer Merger or the Mergerany other Transaction, each of Parent, Purchaser Merger Sub and the Company shall cooperate in all respects with each other and shall use its respective reasonable best efforts to vigorously contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other orderOrder, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer Transactions; provided, however, that no Party shall make any offer, acceptance or counter-offer to, or otherwise engage in discussions with, any Governmental Authority with respect to any proposed settlement, consent decree, commitment or remedy, or, in the Mergerevent of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested or agreed to by the other Parties, which agreement shall not be unreasonably withheld, delayed or conditioned. Each Party shall use its reasonable best efforts to provide full and effective support the other Parties in all material respects in all such negotiations and discussions to the extent reasonably requested by any such other Party. (de) Prior Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 6.10 shall limit a Party’s right to terminate this Agreement pursuant to Section 8.01 and (ii) nothing in this Agreement shall obligate Parent, Merger Sub or any of their respective Affiliates to agree to (A) sell, hold separate or otherwise dispose of all or a portion of its respective business, assets or properties, or conduct its business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action, (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties or of the businesses, properties or assets of the Company and its Subsidiaries or (E) waive any of the conditions set forth in ARTICLE VII of this Agreement. Without the prior written consent of Parent, none of the Company or any of its Subsidiaries shall, in response to any objections asserted with respect to the Acceptance TimeTransactions under any Antitrust Law or any suit instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Transactions as violative of any Antitrust Law, (A) sell, hold separate or otherwise dispose of all or a portion of their respective businesses, assets or properties, or conduct their business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action or (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties. (f) Without limiting the generality of Section 6.10(a), each of Parent and the Company shall use its reasonable best efforts to submit a draft joint voluntary notice and, following the receipt of any comments thereto, a final joint voluntary notice, to CFIUS (the “Exon-▇▇▇▇▇▇ Filing”) as promptly as reasonably practicable following the date of this Agreement. Parent and the Company shall cooperate in preparing, pre-filing and filing with CFIUS a joint voluntary notice of the Transactions in accordance with applicable Law. Each of Parent and the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable (but in any event within the time required to avoid possible rejection or deferred acceptance of the Exon-▇▇▇▇▇▇ Filing under 31 C.F.R. § 800.403) to any inquiries or requests received from CFIUS in connection with such joint voluntary notice. Each of Parent and the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such ContractCFIUS Approval.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each Party parties shall use its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, properproper or advisable (including under any Antitrust Law or Foreign Merger Control Law, including in connection with any filing relating to CFIUS, and including obtaining all approvals, consents, waivers of any third party necessary, proper or advisable) to consummate the transactions contemplated by this Agreement as soon as practicable, (ii) do all things necessary, proper or advisable under applicable Laws laws and regulations to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or approval, or expiration of any applicable waiting period under, the HSR Act, any applicable Antitrust Law or any applicable Foreign Merger Control Law or with respect to CFIUS and (B) using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the Outside Dateconsummation of the Merger and (iii) resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law or Foreign Merger Control Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Parent or Merger Sub be obligated pursuant to this Agreement to the contrary, the Parties agree to, and the Company shall not without the written consent of Parent, divest or hold separate any assets or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, take or commit to take any action which would be reasonably likely to (i) make materially adversely impact the benefits expected to be derived by Parent, as a result of the transactions contemplated by this Agreement or (ii) impose material limitations on Parent’s ownership or operation (or that of any of Parent’s subsidiaries or affiliates) of all or a material portion of the Company’s business or assets. (b) In furtherance and not in limitation of the provisions of Section 6.8(a), each of the parties, as applicable, agrees to prepare and file as promptly as reasonably practicable, (A) and in any event by no later than fifteen (15) Business Days from the date of this Agreement (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline Act, (provided that the filing of a Notification and Report Form ii) an appropriate notification form pursuant to the HSR Act must be made within ten (10) Business Days after requirements of the date of this Agreement)Canadian Competition Act, as amended and (iiiii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested an appropriate notification form pursuant to the HSR Act or any other applicable requirements of Brazil Antitrust Law. Parent shallLaw of June 11, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act1994, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expireregulations and resolutions promulgated in connection therewith, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2iv) any other restrictions on draft filings, notifications or reports required under the activities of Parent EUMR and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, B) to the extent necessary to obtain the required, any initial filings, notifications or reports required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business jurisdictions set forth on Section 7.1(b) of the Company, Surviving Corporation Company Disclosure Schedule. Parent shall pay all filing fees for the filings required under the HSR Act by the Company and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the ClosingParent. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company The parties shall cooperate in all respects with keep each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation apprised of the Offer or the Merger. (d) Prior status of significant matters relating to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law or Foreign Merger Control Law and coordinating with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all material communications with such Governmental Entities. In particular, to the extent permitted by law or Governmental Entity, no party will make any material notification to any Governmental Entity in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the terms other party in this respect; (ii) furnishing, to the extent permitted by law, to the other party all necessary information that the other party may reasonably request in connection with filings required to be made by such other party under Antitrust Laws and Foreign Merger Control Laws; and (iii) promptly notifying each other of any Contract as a result material communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by law or Governmental Entity that each of the execution, performance, parties is given the opportunity to attend any meetings with or consummation of other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; provided . (d) Parent will, as promptly as practicable after the date hereof, commence discussions with the CFIUS staff regarding the transactions contemplated by this Agreement, and Parent and the Company will as promptly as practicable after the date hereof cooperate to prepare the notice pursuant to the Exon-▇▇▇▇▇▇ Amendment to be used if Parent deems such filing necessary. For the avoidance of doubt, Parent and the Company shall commence preparation of such notice prior to receipt of or any guidance on a final determination, if any, from the CFIUS staff, and, so long as the Company timely provides all reasonable cooperation in connection therewith, including providing all information reasonably necessary for the preparation of a draft joint notice, Parent shall within twenty (20) Business Days of the date hereof either (i) provide the initial draft joint notice pursuant to the Exon-▇▇▇▇▇▇ Amendment to the CFIUS staff, if Parent deems such filing necessary or (ii) notify the Company that in no event will it does not deem such filing necessary. (e) The Company shall give prompt notice to Parent and Merger Sub, and copies of any correspondence to or from the FDA, any Foreign Regulatory Entity or Healthcare Governmental Entity containing substantive, factual or legal issues that relate to the compliance status of the Company or any of its Subsidiaries be required subsidiaries and/or any of their respective products or otherwise provide the other party with reasonable information or respond to payreasonable requests for information with respect to such matters. The Company shall give due consideration, following reasonable prior notice to Parent, to any advice from Parent as to how to respond to any material correspondence from the Effective TimeFDA, any fee, penalty, Foreign Regulatory Entity or other consideration Healthcare Governmental Entity or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any other material submissions to any of the foregoing. If the Company is invited to participate in any meeting with the FDA with respect to the letter received on May 5, 2011, any warning letter, untitled letter, notice of violation letter, FDA establishment inspection close-out, recall, or any enforcement action initiated by FDA, or invited to participate in any meeting with any Foreign Regulatory Entity pertaining to similar matters, then the Company shall give Parent reasonable prior notice of such Contractmeeting and invite one outside representative of Parent (designated by Parent and who is qualified as a subject matter expert reasonably acceptable to the Company) to attend such meeting unless prohibited by the FDA or such Foreign Regulatory Entity. The Company will (i) cooperate with, and provide reasonable access to, Parent’s representative for purposes of reviewing and assessing the Company’s FDA and Healthcare Law compliance programs and procedures, (ii) give due consideration to any resulting recommendations provided by Parent’s representative and (iii) use its reasonable best efforts to implement any such recommendations that it considers, in its own good faith judgment, to be advisable. (f) Notwithstanding the foregoing provisions of this Section 6.8, commercially and/or competitively sensitive information and materials of a party will be provided to the other party on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to the other party.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by Agreement, and no party hereto shall fail to use reasonable best efforts to take or before cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the Outside Dateconsummation of the transactions contemplated hereby. Each party shall use its commercially reasonable efforts to obtain consents with respect to the Contracts listed on Section 3.4 of the Company Disclosure Letter to the extent Parent requests that such consent be sought. Notwithstanding anything the foregoing, nothing in this Agreement to the contrary, the Parties agree shall require Parent or Merger Sub to, and the Company shall not without the prior written consent of Parent, agree to any modification to or accommodation under any Contract or undertake any liability in connection with obtaining any consent under any Contract. In furtherance and not in limitation of the foregoing, each party hereto agrees to cause their ultimate parent entity make, if required, appropriate filings under any Antitrust Law (as such term is defined in the HSR ActSection 5.6(d) tohereof), (i) make including an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger transactions contemplated hereby as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after of the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. The Company shall use good faith efforts to execute its existing plan to become compliant with applicable Payment Card Industry standards within a reasonable period of time. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 5.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law. Parent shall, use its reasonable best efforts to (i) cooperate in all respects with the prompt reasonable cooperation of the Company, be responsible for making each other in connection with any filing or notification required submission and in connection with any investigation or advisable under other inquiry, including any proceeding initiated by a private party, (ii) keep the German other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the DOJ (the “Antitrust Division”) or any other U.S. or foreign Governmental Entity of competent jurisdiction and Austrian of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iii) permit the other party a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting or conference with, the FTC, the Antitrust Laws within fifteen (15) Business Days after Division or any other Governmental Entity of competent jurisdiction or, in connection with any proceeding by a private party, with any other Person, and to the date hereofextent permitted by the FTC, unless otherwise agreed the Antitrust Division or such other Governmental Entity of competent jurisdiction or other Person, give the other party the reasonable opportunity to by attend and participate in such meetings and conferences. Notwithstanding the foregoing, the Company and Parent in writing. The Parties shall also consult may, as each deems advisable and cooperate with one anothernecessary, and consider in good faith the views of one another, in connection with, and provide reasonably designate any competitively sensitive material provided to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, side under this Section 5.6(b) as “Antitrust Counsel Only Material.” Such materials and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable information contained therein shall be given only to the Offer outside counsel regarding Antitrust Law of the recipient and will not be disclosed by outside counsel to employees, officers, directors or consultants of the Mergerrecipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (the Company or Parent, (Bas the case may be) unless prohibited by applicable or its legal counsel. Each of the Company and Parent shall cause its respective counsel regarding Antitrust Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) comply with this Section 5.6(b). Notwithstanding anything to the extent practicablecontrary in this Section 5.6(b), to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable materials provided to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to party or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall its counsel may be permitted to redact any materials (x) redacted to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, Company and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithprivileged communications. (bc) Subject to the terms and conditions of this Agreement, Parent shall and the Company shall, from the date of this Agreement until the Closing Date, use their respective reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing. Notwithstanding anything in this Agreement to the contrary, in order to obtain the approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, neither Parent nor any of its Subsidiaries or Affiliates shall be obligated to, and shall cause each neither the Company nor any of its Subsidiaries and Affiliates to use their reasonable best efforts shall without the prior written consent of Parent (which consent shall be in sole discretion of Parent), (i) proffer to, take agree to or become subject to any order, judgment or decree to, sell, license or dispose of or hold separate or sell, license or dispose of or hold separate before or after the Closing, any of the assets, businesses, product lines or interest in any assets or businesses of Parent or any of its Affiliates or any material portion of the assets, business product lines or interest in any assets of the Company or any of its Subsidiaries or to consent to any sale, license, or disposition, or agreement to sell, license or dispose of, by the Company or any of its Subsidiaries, any material portion of the assets, businesses or product lines of the Company or any of its Subsidiaries, (ii) proffer to, agree to, or become subject to any order, judgment or decree to make or accept, any changes, modifications, limitations or restrictions in the operations of any assets or businesses of Parent or any material portion of the assets or businesses of the Company or any of its Subsidiaries (provided that Parent need not agree to any such items with respect to the Company and all actions necessary its Subsidiaries if any of such changes, modifications, limitations or restrictions have any effect on the operations, business or assets of Parent or any of its other Subsidiaries that would be material (with materiality based on the size of the Company and its Subsidiaries rather than the size of Parent and its Subsidiaries)), any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound or any Material Contract to which the Company or any of its Subsidiaries is a party or otherwise bound or any of the relationships of Parent or any of its Subsidiaries or any material relationship of the Company or any of its Subsidiaries with any other Persons (contractual or otherwise), or (iii) proffer to or agree to any concession, accommodation or liability (except as would not be prohibited by clause (i) and (ii)) (the items in clauses (i) through (iii), to the extent related to or arising out of this Agreement or any of the transactions contemplated hereby in order to obtain the approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any consentsother Antitrust Law, clearances, or approvals required under or including the filings made in connection with this Section 5.6, each a “Burdensome Action”). The parties understand and agree that the HSR ActCompany and its Subsidiaries shall not take, offer or agree to any of the actions described in clauses (i) through (iii) above (for purposes of this sentence reading such clauses without the references to material) unless Parent has provided its prior written consent, which consent shall be granted with respect to any actions that are required to be taken pursuant to the terms of this Agreement within a time period that would permit the Merger to be consummated prior to the Outside Date if all of the other conditions to the parties obligations are satisfied or waived (other than conditions that may only be satisfied on the Closing Date). (d) For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and any all other federal, state Laws that are designed or foreign law, regulation, or decree designed intended to prohibit, restrict, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or significant impediment lessening of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid through merger or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingacquisition. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall will use reasonable its best efforts to (and, in the case of BidCo, use its best efforts to cause each of its subsidiaries and Affiliates (collectively, the “BidCo Group”) to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations to consummate the Offer, the Merger Acquisition and the other transactions contemplated by this Agreement by Agreement. In furtherance and not in limitation of the foregoing, each Party hereto agrees to make (or before the Outside Date. Notwithstanding anything in this Agreement cause to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Actbe made) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other the foreign antitrust and investment filings required pursuant to applicable foreign Antitrust Laws listed in Section 6.5(a) of the Company Disclosure Letter with respect to the Merger transactions contemplated hereby as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after of the date hereof with respect to any filing made pursuant to the HSR filing and as promptly as practicable for the other filings listed in Section 6.5(a) of this Agreement), the Company Disclosure Letter and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any Antitrust or Foreign Investment Law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain approval required under any other Antitrust Law. Parent shallor Foreign Investment Law as soon as practicable. (b) BidCo, with on the prompt reasonable cooperation of one hand, and the Company, be responsible on the other hand, shall, in connection with the efforts referenced in Section 6.5(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for making the transactions contemplated by this Agreement under the HSR Act or any other Antitrust or Foreign Investment Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or notification submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed other filing to be made by the Company other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such party from, or given by such party to, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and Parent of any substantive communication received or given in writing. The Parties shall also connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the FTC, the DOJ, or any other Governmental Entity with respect to the transactions contemplated by this Agreement (other than Item 4(c) and Item 4(d) documents and subject to adequate measures for protection of commercially and/or competitively sensitive information); (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the DOJ, FTC or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult and cooperate with one anothereach other in advance, and consider in good faith the views of one another, other Party’s reasonable comments in connection with, and provide to any communication, meeting or conference with, the FTC, the DOJ or any other Parties in advanceGovernmental Entity or, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoingproceeding by a private party, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to other Person; provided, that BidCo shall be solely responsible for the final content of any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any applicable Governmental Entity relating to any Entity. For purposes of this Agreement, “Antitrust Laws applicable to or Foreign Investment Law” means the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any ▇▇▇▇▇▇▇ Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party Act of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act1890, the ▇▇▇▇▇▇▇ Act, as amendedAntitrust Act of 1914, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, Act of 1914 and any all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or foreign law, regulation, or decree designed intended to (i) prohibit, restrict, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or significant impediment lessening of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid through merger or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), acquisition or (2ii) any review and approve investments made by entities based in other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingcountries. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall of the Company, Parent and Merger Sub shall, as promptly as practicable, use its reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, Sub shall (i) make an all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) later than 10 Business Days after the date of this Agreement)hereof with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) use commercially reasonable efforts to supply obtain as promptly as reasonably practicable the termination of any additional information and documentary material that may be requested pursuant to waiting period under the HSR Act or and any applicable foreign Antitrust Laws, (iii) cooperate and consult with each other applicable Antitrust Law. Parent shall, with in (A) determining which filings are required to be made prior to the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other Parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and related agreements and consummation of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer transactions contemplated hereby and the Merger, thereby and (B) unless prohibited by applicable Law timely making all such filings and timely seeking all such consents, approvals, permits, notices or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithauthorizations. (b) Parent shall use reasonable best In connection with the efforts toreferenced in Section 6.09(a), each of the Company, on the one hand, and shall cause Parent and Merger Sub, on the other hand, will (i) cooperate in all respects with each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the HSR Actother party reasonably informed of any communication received by such party from, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amendedor given by such party to, the Federal Trade Commission Act(the “FTC”), as amendedthe Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Transactions and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other federalGovernmental Authority or, state or foreign lawin connection with any proceeding by a private party, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expirewith any other Person, and to avoid the extent permitted by the FTC, the DOJ or eliminate impediments under such other applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, Authority or other disposition of any Person, give the other party the opportunity to attend and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent participate in such meetings and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingconferences. (c) Without limiting In furtherance and not in limitation of the obligations covenants of the parties contained in clauses (aSection 6.09(a) and Section 6.09(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (bor threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of this Section 6.6the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. (d) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Authority or private party challenging the Offer Merger or the Mergerany other Transaction, each of Parent, Purchaser Merger Sub and the Company shall cooperate in all respects with each other and shall use its respective commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other orderOrder, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer Transactions. Parent shall be entitled to direct the antitrust defense of the Merger or any other Transactions, or negotiations with, any Governmental Authority or other Person relating to the MergerMerger or regulatory filings under applicable Antitrust Law, subject to the provisions of Section 6.09(a), (b), (c) and (e). (de) Prior Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 6.09 shall limit a party’s right to terminate this Agreement pursuant to Section 8.01 and (ii) nothing in this Agreement shall obligate Parent, Merger Sub or any of their respective Affiliates to agree to (A) sell, hold separate or otherwise dispose of all or a portion of its respective business, assets or properties, or conduct its business in a specified manner, (B) pay any amounts (other than the Acceptance Timepayment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action, (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties or of the businesses, properties or assets of the Company shall use and its reasonable best efforts Subsidiaries or (E) waive any of the conditions set forth in ARTICLE VII of this Agreement. Without the prior written consent of Parent, none of the Company or any of its Subsidiaries shall, in response to obtain any consents, approvals, or waivers of third parties objections asserted with respect to the Transactions under any Contracts Antitrust Law or any suit instituted (or threatened to which it be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Transactions as violative of any Antitrust Law, (A) sell, hold separate or otherwise dispose of all or a Subsidiary portion of their respective businesses, assets or properties, or conduct their business in a specified manner, (B) pay any amounts (other than the Company is a party as may be necessary for the consummation payment of the transactions contemplated by this Agreement filing fees and expenses and fees of counsel), or required by the terms grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any Contract as a result threatened Action or (D) limit in any manner whatsoever the ability of the executionsuch entities to conduct, performanceown, operate or consummation control any of the transactions contemplated by this Agreement; provided that in no event will the Company their respective businesses, assets or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contractproperties.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each Party parties shall 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 cooperate with each other in order to do, all things necessary, properproper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable Laws laws and regulations to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before at the Outside Date. Notwithstanding anything in this Agreement to the contraryearliest practicable date, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree including: (A) to give each other reasonable advance notice causing the preparation and filing of all substantive meetings with any Governmental Entity relating forms, registrations and notices required to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required filed to consummate the Merger, such actions that would not, ; (B) defending all lawsuits and would not reasonably be expected to, individually other proceedings by or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require before any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer this Agreement or the consummation of the Merger, each of Parent, Purchaser ; and the Company shall cooperate in all respects with each other and shall use its (C) using commercially reasonable best efforts to contest and resist prevent the entry of any such action or proceeding court order, and to have vacated, lifted, reversed, reversed or overturned any injunction, decree, judgmentruling, injunction, decision, order or other orderaction of any Governmental Entity that would prevent, whether temporaryprohibit, preliminary, restrict or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for delay the consummation of the transactions contemplated by this Agreement or required by Agreement. Each of the terms parties hereto agrees to treat the receipt of any Contract the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a result taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the executionInternal Revenues Code of 1986, performanceas amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or consummation of less ownership in the transactions contemplated Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement; provided that in no event will , none of the Company or its Subsidiaries parties hereto nor any of their respective Affiliates shall be required obligated to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation payments or otherwise pay any consideration to any third party to obtain any applicable consent, approvalwaiver, settlement or waiver required with respect approval in order to any such Contractconsummate the transactions contemplated hereby.

Further Action; Efforts. (a) Subject to the terms and conditions of Without limiting any other covenant in this Agreement, prior to each of the Effective TimeCompany, each Party on the one hand, and Parent and Merger Sub, on the other, shall use their 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, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to (i) consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the Company, on the one hand, and Parent and Merger Sub, on the other, shall furnish to the other such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each Party will use its reasonable best efforts to, and to cause each of its Subsidiaries and Affiliates to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the undertakings pursuant to this Section 6.3, each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall provide or cause to be provided as promptly as practicable to any applicable Governmental Authority information and documents requested by such Governmental Authority or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including filing any notification and report form and related material required under any Antitrust Law enforced by any Governmental Authority regarding pre-acquisition notifications for the purpose of competition reviews as promptly as practicable, but in no event later than ten (10) Business Days after the date hereof, and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under any Antitrust Law enforced by any Governmental Authority regarding pre-acquisition notifications for the purpose of competition reviews. Parent shall be responsible for any filing fees and other expenses incurred in connection with making any such filings and/or submissions; provided, that each Party shall be responsible for its fees and expenses in responding to any requests for additional information in connection therewith. (c) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.3(b) to obtain all requisite approvals and authorizations or the expiration of waiting periods for the transactions contemplated by this Agreement under any Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any application or before other filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such Party from, or given by such Party to, any Governmental Authority and of any substantive communication received or given in connection with any proceeding by a private Party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other Party promptly with copies of all correspondence, filings and communications between them and any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by any Governmental Authority in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult with each other in advance, and consider in good faith the other Party’s reasonable comments in connection with, any communication, meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person. (d) No Party shall independently participate in any meeting or communication with any Governmental Authority where material issues would likely be discussed in respect of any such filings, investigation or other inquiry relating to Sections 6.3(b) or 6.3(c) without giving the other Parties’ reasonable prior notice of the meeting and, to the extent permitted by such Governmental Authority, a reasonable opportunity to attend and/or participate in such meeting or communication. Notwithstanding anything to the contrary set forth in this Agreement, and in furtherance and not in limitation of the foregoing, the Parent shall, and shall cause its Subsidiaries to, use their reasonable best efforts to take, or cause to be taken, all steps necessary to (i) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or by any Governmental Authority, including by agreeing to Antitrust Remedies that are not Burdensome Conditions or (ii) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (but in no event later than the Outside Date). The Company and its Affiliates shall cooperate with Parent and Merger Sub and use their reasonable best efforts in connection with the foregoing. (e) Notwithstanding anything in this Agreement to the contrary, the Parties agree tonothing in this Agreement shall require, or be construed to cause their ultimate parent entity (as such term is defined in the HSR Act) torequire, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act Parent or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German its Affiliates to (and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, not and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts not to, take any and all actions necessary to obtain any consentswithout the prior written consent of Parent), clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation agree to (or to cause i) any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, divestiture or other disposition or holding separate (through establishment of a trust or otherwise) of any and all of the capital stock, assetsbusinesses, equity holdings, rights, products, assets (tangible or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiariesintangible), properties or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each interests of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance TimeParent’s Subsidiaries, the Company shall use or its reasonable best efforts to obtain any consentsSubsidiaries, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of (ii) the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms imposition of any Contract as a result limitation, restriction or condition on the ability of the executionParent, performanceParent’s Subsidiaries, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries to conduct their respective businesses or own, acquire, hold or exercise full rights of ownership of any capital stock, businesses, assets (tangible or intangible), properties or other interests, (iii) the imposition of any limitation, restriction or condition on Parent, Parent’s Subsidiaries, the Company or its Subsidiaries under any Antitrust Law, or (iv) any material modification or waiver of the terms and conditions of this Agreement (clauses (i) through (iv), “Antitrust Remedies”), in each case to the extent such Antitrust Remedies would reasonably be required expected to payhave a material adverse impact on (A) the business of the Company and its Subsidiaries taken as a whole following the Merger or (B) the assets, prior to properties or business of Parent or Parent’s Subsidiaries (other than, after the Effective Time, the Company and the Company Subsidiaries) (any feesuch Antitrust Remedy under clause (A) or (B), penaltya “Burdensome Condition”). (f) From the date of this Agreement through the date (i) of termination of the required waiting periods under all applicable Antitrust Laws and (ii) all approvals under applicable Antitrust Laws are obtained, neither Parent nor Merger Sub nor any of their Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or other consideration by purchasing a portion of the assets of or make equity in, or by any other accommodation to manner, any third party to obtain business or any consentcorporation, approvalpartnership, association or other business organization or division thereof, or waiver otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to materially hinder or delay, as applicable, the obtaining of the approvals required with respect under applicable Antitrust Laws. (g) Notwithstanding anything herein to any such Contractthe contrary, commercially and/or competitively sensitive information and materials of a Party may, at the election of a providing Party, be provided to the other Party on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to the other Party.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, including: (i) make obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iii) executing and delivering any additional documents or instruments reasonably necessary to consummate the Transactions and to carry out this Agreement. In furtherance and not in limitation of the foregoing, each party agrees to make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline Transactions within thirty (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (1030) Business Days days after the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act and to take all other reasonable actions necessary, proper or any other advisable to cause the expiration or termination of the applicable Antitrust Lawwaiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shallEach party agrees to make, if required, appropriate filings of Applications for Approval of Acquisition of Control Statements, or “Form A” statements, and all related filings, with respect to the prompt reasonable cooperation of Transactions with the Companyapplicable Insurance Regulators, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws as applicable, within fifteen thirty (1530) Business Days after the date hereof; provided, unless otherwise agreed however, that any required pre-acquisition notice (Form E) filings, Form E exemption filings, and all related applications and filings with respect to the Transactions shall be submitted within forty (40) Business Days after the date hereof. Each party agrees to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to the Insurance Laws and to take all other reasonable actions necessary, proper or advisable to obtain the applicable consents and approvals of the applicable Insurance Regulators as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with and without limiting the obligations to use certain efforts referenced in Section 5.5(a), to the extent relating to the requisite approvals, authorizations and clearances for the Transactions under the HSR Act and the other Regulatory Laws and the Insurance Laws, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Action initiated by a private party, (ii) keep the other reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), any Insurance Regulator or any other Governmental Entity and of any communication received or given in connection with any Action by a private party, in each case regarding any of the Transactions, (iii) permit the other a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting, discussion or conference with, the FTC, the DOJ, any Insurance Regulator or any other Governmental Entity or, in connection with any Action by a private party, with any other Person, and, to the extent permitted by the FTC, the DOJ, such Insurance Regulator or such other applicable Governmental Entity or other Person, as applicable, give the other the reasonable opportunity to attend and participate in such meetings, discussions and conferences solely to the extent such meetings, discussions and conference relate to this Agreement, the Merger or the other Transactions, and (iv) to the extent practicable and subject to the other provisions in this Section 5.5, attempt to confer in good faith in order to (A) exchange and review respective views and positions with the other as to potential Materially Burdensome Conditions and (B) discuss and present to, and engage with, the applicable Governmental Entity regarding any approaches or actions that could mitigate the scope or impact of a potential Materially Burdensome Condition so that it does not become a Materially Burdensome Condition. Parent and the Company shall promptly advise each other upon receiving any communication, including promptly furnishing each other copies of any written or electronic communication, and Parent in writingshall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any requisite approval, authorization or clearance for the Transactions under the HSR Act or any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval, authorization or clearance or Requisite Regulatory Approval will be materially delayed or conditioned or impose or require a Materially Burdensome Condition. The Parties shall also parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals to be made or submitted by or on behalf of such Party any party, including reasonable access to any materials submitted in connection with any proceedings under or relating to the HSR Act or any Antitrust Laws. Without limiting the foregoingother applicable Regulatory Law, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriateproceeding under 16 C.F.R. § 803.20. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or Notwithstanding anything to the contrary in this AgreementSection 5.5, Parent shall not no party will have any obligation to (share any trade secret or other competitively sensitive information with the other party. Such materials and the information contained therein shall be given only to cause the outside counsel for matters relating to Regulatory Law of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or consultants of the recipient or any of its Subsidiaries or Affiliates or Affiliates, unless express permission is obtained in advance from the Company to) offeror Parent, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) as the sale, divestiture, licensecase may be, or other disposition of any and all its outside legal counsel. Each of the capital stock, assets, equity holdings, rights, products, or businesses of the Company and Parent and shall cause its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiariesoutside legal counsel for matters relating to Regulatory Law to comply with this Section 5.5(b), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the any other obligations in clauses (a) of Parent hereunder, Parent will respond to and (b) of this Section 6.6, in the event that seek to resolve as promptly as reasonably practicable any administrative or judicial action or proceeding is instituted (or threatened to be instituted) objections asserted by a any Governmental Entity challenging with respect to the Offer or the Merger, each of Parent, Purchaser Transactions and the Company shall cooperate in all respects with each other and shall will use its reasonable best efforts to contest take any and resist any such all action necessary to ensure that each requisite approval, authorization or proceeding clearance under the HSR Act and to have vacatedeach Requisite Regulatory Approval is obtained by the Outside Date, liftedin each case, reversed, without imposing or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Mergerrequiring a Materially Burdensome Condition. (d) Prior Notwithstanding anything in this Agreement to the Acceptance Timecontrary, no Parent Company shall be obligated to, and no Acquired Company shall, without the prior written consent of Parent at its sole discretion, consent to, take or refrain from taking, or offer or commit or consent to take or refrain from taking (A) any action that involves (i) making any divestiture or disposition of any portion of any business or assets, (ii) licensing any portion of any business or assets, (iii) accepting or entering any consent decree or hold separate order, (iv) placing any assets in trust, in each case by Parent or any of the other Parent Companies or the Company or any of the other Acquired Companies or any of their respective Affiliates, (v) accepting or entering into any operational restriction or restriction on the payment or declaration of dividends, (vi) making any capital commitment or capital guaranty, (vii) entering into any capital support agreement, statement of support, guarantee, keep well or other similar capital maintenance undertaking to maintain a minimum risk-based capital level or rating, or (B) any other action with respect to, or in connection with, Parent or the other Parent Companies or the Company or the other Acquired Companies or any of their respective Affiliates, in the case of clauses (A) and (B) above, which, individually or together with any other such action, would or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of (x) the Company and its Subsidiaries, taken as a whole, when considered together with the business lines of Parent and its Subsidiaries that, as of the date hereof, Parent intends to integrate with the Company and its Subsidiaries following the Closing, or (y) Parent and its Subsidiaries, taken as a whole (provided that, for this purpose, the Company business, financial condition, results of operations and financial condition of Parent and its Subsidiaries, taken as a whole, shall use be deemed to be as of the same scale as the entities described in the foregoing clause (x)) (any such action, a “Materially Burdensome Condition”). (e) Notwithstanding anything to the contrary contained in this Agreement, in no event shall a party or any of its reasonable best efforts Affiliates be required by a Governmental Entity to obtain any consents, approvalsagree to take, or waivers of third parties enter into any action with respect to any Contracts their respective assets, businesses or Subsidiaries pursuant to this Section 5.5, which it or a Subsidiary of action is not conditioned upon the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such ContractClosing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior each of the parties hereto shall cooperate with the other parties hereto and use (and shall cause their respective Subsidiaries to the Effective Time, each Party shall use use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper, proper or advisable under applicable Laws to consummate cause the Offer, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement conditions to the contrary, the Parties agree to, or Offer to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any event prior to the expiration of any required or recommended filings under applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this AgreementAntitrust Laws), and (ii) to supply as promptly as reasonably practicable any additional information obtain all approvals, consents, registrations, permits, authorizations and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or confirmations from any Governmental Entity relating or third party necessary, proper or advisable to any consummate the transactions contemplated hereby. For purposes hereof, “Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, Laws” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, all applicable foreign antitrust laws and any all other federal, state applicable Laws issued by a Governmental Entity that are designed or foreign law, regulation, or decree designed intended to prohibit, restrict, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or significant impediment lessening of effective competition through merger or acquisition. (collectively “Antitrust Laws”b) In furtherance and not in limitation of the foregoing, (i) each party hereto agrees to enable all waiting periods under applicable Antitrust Laws file an appropriate Notification and Report Form pursuant to expirethe HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (10) business days of the date hereof, and to supply as promptly as practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.6 necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable; and (ii) the Company and Parent shall each use its reasonable best efforts to (A) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the transactions contemplated hereby and (B) if any state takeover statute or similar Law becomes applicable to any of the transactions contemplated hereby, take all action necessary to ensure that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the transactions contemplated hereby. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated hereby, including any proceeding initiated by a private party, and (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated hereby, other than “4(c) documents” as that term is used in the rules and regulations of the HSR Act (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.6, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Entity or other Person with respect to the transactions contemplated hereby. Without limiting any other provision hereof, Parent and the Company shall each use its reasonable best efforts to (i) avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, on or before the Outside Date, including by defending through litigation on the merits any claim asserted in any court by any Person, and (ii) avoid or eliminate impediments each and every impediment under applicable any Antitrust Laws Law that may be asserted by any Governmental Entity, in each case, Entity with respect to cause the Merger transactions contemplated hereby so as to enable the consummation of the transactions contemplated hereby to occur prior to as soon as reasonably possible (and in any event no later than the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or ). Notwithstanding anything to the contrary in this Agreementherein, Parent shall not have any be under no obligation to (or to cause any of its Subsidiaries or Affiliates or the Company toA) offerpropose, negotiate, commit to or effect, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, divestiture or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, assets or businesses of Parent, the Company (or any of their respective Subsidiaries) or (B) otherwise take or commit to take actions that limit Parent and or its Subsidiaries (including Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines or assets of Parent, the Company, Surviving Corporation and or any of their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to regardless of whether such measures could avoid the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversedentry of, or overturned effect the dissolution of, any decree, judgment, injunction, decisiontemporary restraining order, or other orderorder in any suit or proceeding, whether temporary, preliminary, which would otherwise have the effect of preventing or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for materially delaying the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result hereby. The Company shall take such of the executionforegoing actions as Parent may request; provided, performance, or that any such action is conditioned upon the consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such ContractMerger.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall use its reasonable best efforts to (and, in the case of Parent, cause each of the other Buyer Group Parties to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws to consummate the Offertransactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable, all documentation to effect all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, approvals, registrations, authorizations, waivers, permits, clearances and Orders necessary or advisable to be obtained from any third party or any Governmental Authority in order to consummate the Merger and the other transactions contemplated by hereby; provided, that nothing herein shall require the Company or any of its Subsidiaries to take any action that is not contingent upon the Closing. (b) If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contraryAgreement, the Parties agree toproper officers and directors of each Party shall use their reasonable best efforts to take all such action. In furtherance of and not in limitation of the foregoing, the Company and Parent shall offer to take (and if such offer is accepted, commit to take) all steps to avoid or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws eliminate impediments under any Law that may be asserted by any Governmental Authority with respect to the Merger so as promptly as reasonably practicable and in any event to enable the Effective Time to occur prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust LawsEnd Date. Without limiting the foregoing, the Parties agree Company and Parent shall propose, negotiate, offer to commit and effect (A) and if such offer is accepted, commit to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to and effect), by consent decree, hold separate order, or otherwise, the Offer and the Mergersale, (B) unless prohibited by applicable Law divestiture or by a Governmental Entity, to give each other an opportunity to participate in each disposition of such meetings assets or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party businesses of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including Company or Parent or any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation Affiliate of the Company or Parent or, effective as of the Effective Time, the Surviving Company, (y) as necessary or their respective Subsidiaries or otherwise offer to comply take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with contractual arrangements respect to, or applicable Lawits ability to retain, and (z) as necessary to address reasonable attorney-client privilege concerns; providedany of the businesses, further, that services or assets of the Company or Parent or any such disclosures Affiliate of the Company or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the CompanySurviving Company or their respective Subsidiaries, shall in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action, which would otherwise have the principal responsibility for devising and implementing effect of preventing or delaying the strategy for obtaining any necessary clearances under Effective Time beyond the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithEnd Date. (bc) Parent shall use reasonable best efforts to, and shall cause each Without limiting any of its Subsidiaries other obligations hereunder, the Company and Affiliates to use their reasonable best efforts to, the Buyer Group Parties shall take any and all actions such further action as may be necessary to obtain resolve such objections, if any, as any consents, clearancesGovernmental Authority or other competition authorities of any nation or jurisdiction (including multinational or supranational), or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federalPerson, state may assert under any Law that are designed or foreign law, regulation, or decree designed intended to prohibit, restrict, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or significant impediment of effective lessening competition through merger or acquisition and including any Laws that relate to foreign investments (collectively “Antitrust Regulatory Laws”) with respect to enable all waiting periods under applicable Antitrust Laws to expirethe transactions contemplated by this Agreement, and to avoid or eliminate impediments each and every impediment under applicable Antitrust Laws any Regulatory Law that may be asserted by any Governmental EntityAuthority with respect to the Merger, in each case, case so as to cause enable the Merger and the other transactions contemplated by this Agreement to occur prior as promptly as reasonably practicable (taking into account the other conditions to the Outside Closing set forth in Section 7.1, Section 7.2 and Section 7.3, and in any event no later than the End Date; provided), howeverby proposing, thatnegotiating, notwithstanding committing to and effecting, by agreement, consent decree, hold separate order, trust or otherwise, (x) the sale, divestiture or disposition of such assets, businesses, services, products or product lines of the Buyer Group Parties or the Company or any of its Subsidiaries or behavioral limitations, conduct restrictions or commitments with respect to any such assets, businesses, services, products or product lines of the Buyer Group Parties or the Company or any of its Subsidiaries, (y) the creation or termination of relationships, ventures, contractual rights or obligations of the Buyer Group Parties or the Company or any of its Subsidiaries and (z) any other actions that would limit the freedom of action of the Buyer Group Parties or the Company or any of its Subsidiaries with respect to, or its ability to retain, one or more of its or the Company’s or the Surviving Company’s Subsidiaries’ assets, businesses, services, products or product lines, in each case as may be required in order to obtain all Required Regulatory Approvals as promptly as practicable (including expirations or terminations of waiting periods whether imposed by Law or agreement) and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of the Merger or other transactions contemplated by this Agreement or delaying any of the foregoing beyond the End Date (each of (x), (y) and (z), a “Divestiture Action”). Neither the Company nor any of its Subsidiaries shall, without Parent’s prior written consent, and neither Parent nor any of its Subsidiaries shall, without the Company’s prior written consent, discuss or commit to any extension of any waiting period under any Regulatory Law or any agreement not to consummate the Merger or any of the other transactions contemplated by this Agreement. The Company shall not be required to take any action pursuant to this Section 6.6(b6.4(c) or unless it is expressly conditioned on the effectiveness of the Merger. Notwithstanding anything to the contrary in this Agreement, Parent (i) the Buyer Group Parties shall not have be obligated to agree to take any obligation action, or accept any conditions, restrictions, obligations or requirements, including any Divestiture Action, with respect to the Buyer Group Parties (or as constituted and without giving effect to cause the Merger), pursuant to this Section 6.4(c), and (ii) neither the Company nor any of its Subsidiaries shall agree without Parent’s prior written consent, to take any action, or Affiliates accept any conditions, restrictions, obligations or requirements, including any Divestiture Action, with respect to the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries Subsidiaries, pursuant to this Section 6.4(c) if such actions, conditions, restrictions, obligations or requirements (including the Company, Surviving Corporation and their respective Subsidiaries), or (2any Divestiture Action) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected towould, individually or in the aggregate, materially constitute a Material Adverse Effect. (d) Each of Parent and adversely affect Merger Sub, on the business of one hand, and the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless on the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6other hand, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated(and, liftedin the case of Parent, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation cause each of the Offer or other Buyer Group Parties to, in the Merger. (d) Prior to case of Company, shall cause the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary Subsidiaries of the Company to) (i) cooperate with each other in connection with any filing or submission with any Governmental Authority and in connection with any investigation or other inquiry by any Governmental Authority, including any proceeding before any Governmental Authority that is initiated by a party private party, and take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated hereby, including employing such resources as are necessary to obtain the Required Regulatory Approvals; (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable for the consummation of the transactions contemplated by this Agreement any application or required other filing to be made by the terms of other Party to any Contract as a result of the execution, performance, or consummation of Governmental Authority pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, including the Proxy Statement, the Schedule 13E-3, and application or filing to obtain the Required Regulatory Approvals; (iii) promptly notify the other Party of any substantive (whether verbal or written) communication received by such Party from, or given by such Party to, any Governmental Authority regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other Party promptly with copies of all written correspondence and communications between them and any Governmental Authority with respect to the transactions contemplated hereby, including communications and correspondences in relation to obtaining the Required Regulatory Approvals; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by, any Governmental Authority in connection with the transactions contemplated hereby, including inquiries, information or documentation in relation to obtaining the Required Regulatory Approvals; and (v) permit the other Party to review, and to the extent practicable consult with the other Party in advance and consider in good faith the other Party’s reasonable comments in connection with, any material communication with any Governmental Authority in connection with the transactions contemplated hereby, including communication in relation to obtaining the Required Regulatory Approvals; provided that in no event will each Party shall be entitled to redact materials (1) as necessary to comply with contractual arrangements, (2) as necessary to address reasonable legal privilege or confidentiality concerns, determined based on the Company advice of such Party’s outside legal counsel, or its Subsidiaries be required to pay, prior (3) to the Effective Timeextent relating to the Company’s valuation and similar matters relating to the Merger. (e) No Party shall independently participate in any substantive meeting or communication with any Governmental Authority in respect of any filing, any fee, penalty, investigation or other consideration inquiry relating to the transactions contemplated hereby without giving the other Parties sufficient prior notice of such meeting or make any communication and, to the extent permitted by such Governmental Authority, giving the other accommodation Parties the opportunity to any third party to obtain any consent, approval, attend or waiver required with respect to any participate in such Contractmeeting or communication.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10on or before December 18, 2020) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties parties also shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Laws. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, in each case, to cause the Merger to occur prior to as promptly as practicable and, in any event, by or before the Outside Date; provided, howeverincluding (i) promptly complying with any requests for additional information (including any second request) by any Governmental Body and (ii) contesting and defending any threatened or pending preliminary or permanent injunction or other order, thatdecree, notwithstanding this Section 6.6(b) or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking other actions to prevent the entry, enactment, or promulgation thereof. Furthermore, Parent shall not take, and shall cause each of its Subsidiaries to not take, any action or omit to take any action that would reasonably be expected to delay clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable. Parent shall bear the expenses and costs incurred by the parties in connection with any filings or other such actions which may be required by such party to obtain clearance under any Antitrust Law for the consummation of the Offer and the Merger, in each case, after the initial filing in each jurisdiction. Notwithstanding anything to the contrary in this Section 6.6(b) or otherwise in this Agreement, neither Parent nor any of its Affiliates shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to to, or effect, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, or other disposition of any and or all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and or any of its Subsidiaries (including the Company, Surviving Corporation and their respective SubsidiariesCorporation), or (2) any other restrictions on the activities of Parent and or any of its Subsidiaries (including the CompanySurviving Corporation); provided, Surviving Corporation and their respective Subsidiaries)however, other than, in each case, that Parent shall take such actions with respect to the extent Company (including, after the Effective Time, the Surviving Corporation) if such action (A) is necessary to obtain the required approvals clearances or clearances waiting period expirations or terminations as may be required under the applicable HSR Act or any Antitrust Laws required to consummate by or before the Merger, such actions that Outside Date and (B) would not, and would not reasonably be expected to, individually or in the aggregate, reasonably be expected to be materially detrimental to the benefits to be derived by Parent and adversely affect the business its Affiliates as a result of the CompanyContemplated Transactions. In addition, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement the Company shall require any party not offer or commit to take or agree to any of such actions without Parent’s prior written consent. For the avoidance of doubt, Parent shall not require the Company to, and the Company shall not be required to, take any action with respect to its business any consent decree, hold separate order or operations in connection with obtaining required approval or clearance under any other applicable Antitrust Laws unless Law that binds the effectiveness of such agreement or action is conditioned upon Company prior to the ClosingEffective Time. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Merger, each of Parent, Purchaser Purchaser, and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company each party shall use its commercially reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this AgreementContemplated Transactions; provided that provided, that, in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each Party parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper, proper or advisable under applicable Laws Law (including under any Antitrust Law) to consummate the Offer, the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and using reasonable best efforts to take such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act or any other Antitrust Law; (ii) using reasonable best efforts to defend all lawsuits and other proceedings by or before the Outside Date. Notwithstanding anything in any Governmental Entity challenging this Agreement or the consummation of the Merger; and (iii) using reasonable best efforts to resolve any objection asserted with respect to the contrarytransactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the Parties agree toconsummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 5.7(a), or each of the parties, as applicable, agrees to cause their ultimate parent entity (prepare and file as such term is defined promptly as practicable, and in any event by no later than 10 Business Days from the HSR Act) to, (i) make date of this Agreement an appropriate filing of a Notification and Report Form pursuant to the HSR Act and Act. Parent shall pay all other filing fees for the filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties under the HSR Act. (c) If a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or the transactions contemplated hereby, including but not limited to a Second Request for Information under the HSR Act, then such party shall also consult and cooperate with one another, and consider in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the views of one anotherother party, a response which is, at a minimum, in substantial compliance with such request. (d) The parties shall keep each other apprised with respect to the matters set forth in this Section 5.7 and work cooperatively in connection withwith obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all material communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and provide such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other Parties party, to the extent permitted by Law, all information within its possession that is required for any application or other filing to be made by the other party pursuant to the applicable Law in advance, connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any material communications from or with any Governmental Entity with respect to the matters set forth in this Section 5.7 and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is entitled to attend any meetings with or other appearances before any Governmental Entity with respect thereto; (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such Party any party hereto in connection with proceedings under or relating to the Antitrust Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. (e) In addition, Parent shall use reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws and other applicable Laws to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, Parent (i) shall have the right to determine and direct the strategy and process by which the parties will seek required approvals under the HSR Act and any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (Bii) unless prohibited by applicable Law or otherwise requested by a Governmental Entity, to give each other an opportunity to participate in each of such meetings Entity for a specific meeting or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithand (iii) shall determine the appropriate timing of any meetings or communications with any Governmental Entity (including the timing of the submission of any filing with, or response to any request by, a Governmental Entity or any action taken pursuant to this Section 5.7). (bf) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under this Section 5.7 shall use reasonable best efforts toinclude Parent committing itself and its Affiliates to and, to the extent requested by Parent, the obligations of the Company under this Section 5.7 shall include the Company and shall cause each its Subsidiaries: (i) selling, divesting, or otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and its Subsidiaries and Affiliates, the Company or the Company’s Subsidiaries; (ii) agreeing to sell, divest, or otherwise convey any particular asset, category, portion or part of an asset or business of the Company and its Subsidiaries contemporaneously with or subsequent to the Effective Time; (iii) after request of Parent or with Parent’s prior written consent, permitting the Company to sell, divest, or otherwise convey any of the particular assets, categories, portions or parts of assets or business of the Company or any of its Subsidiaries prior to the Effective Time; (iv) licensing, holding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or undertaking other structural or conduct relief or behavioral remedies, including with respect to the conduct of business arrangements or terminating existing relationships and Affiliates to use their reasonable best efforts contractual rights and obligations and (v) agree to, take if necessary to consummate the transactions contemplated by this Agreement, obtain prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify any Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement) as a condition to obtaining any and all actions expirations of waiting periods under the HSR Act or other Antitrust Laws or consents from any Governmental Entity necessary to obtain any consentsconsummate the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, clearancesnothing in this Agreement shall require Parent or Merger Sub, or approvals required any of their respective Subsidiaries or Affiliates to commit to or effect any action, effort, or agreement (1) that is not conditioned upon the consummation of the Merger or (2) that, when taken together with all other actions, efforts or agreements set forth under this Section 5.7 would reasonably be expected to have a material adverse effect on the business, operations, financial condition or in connection results of operations of Parent and its Subsidiaries (including the Company and its Subsidiaries), taken as a whole (assuming for purposes of such analysis that Parent and its Subsidiaries (including the Company and its Subsidiaries), taken as a whole, were the same size, with the same financial profile, as the Company and its Subsidiaries, taken as a whole). The Company and its Subsidiaries shall not, prior to the Effective Time, propose, negotiate, commit to, effect, or agree to any actions, efforts or agreements pursuant to this Section 5.7, except at the request of Parent or with Parent’s prior written consent. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require Company or any of its Subsidiaries to commit to or effect any action, effort, or agreement that is not conditioned upon the consummation of the Merger. (g) Each party acknowledges and agrees that the other party may, as it deems advisable, designate any competitively sensitive materials provided to the other party pursuant to this Agreement as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient without the prior written consent of the disclosing party; provided, further, that any information or materials provided to or received by any party may be redacted as necessary (a) to comply with contractual arrangements; (b) to address reasonable attorney-client or other privilege or confidentiality concerns; and (c) to remove information related to related to a party’s (or its Affiliates’) valuation of the transactions contemplated by this Agreement. (h) For the avoidance of doubt, in the event either party receives a letter from any Governmental Entity stating that although the waiting period under the HSR ActAct applicable to the transactions contemplated by this Agreement will soon expire, the ▇Governmental Entity has not yet completed any purported investigation of the proposed transaction (a “Pre-Consummation Warning Letter”), the parties agree that the receipt by either or both of them of a Pre-Consummation Warning Letter or other verbal or written communications from the Governmental Entity to the same effect shall not be a basis for asserting that any condition to Closing under Article VI hereof has not been satisfied. (i) For purposes of this Agreement, “Antitrust Law” means the S▇▇▇▇▇▇ Act, as amended, the ▇C▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, amended and any all other federal, state Laws that are designed or foreign law, regulation, or decree designed intended to prohibit, restrict, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or significant impediment lessening of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid through merger or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingacquisition. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective TimeClosing, each Party the Company and Parent shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as promptly as practicable and, in any event, by or before the Outside Date, including obtaining all Consents, registrations and declarations from any Governmental Body or third party necessary, proper or advisable to consummate the Transactions, including any such Consents, registrations and declarations required under the HSR Act and any other applicable Antitrust Laws or any applicable Foreign Investment Laws. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) in cooperation and consultation with each other, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws or Foreign Investment Laws with respect to the Merger Transactions as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), unless otherwise agreed to by the Company and Parent in writing) and (ii) use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested (including pursuant to a second or similar request) pursuant to the HSR Act or any other applicable Antitrust LawLaw or Foreign Investment Laws. Parent shall, with the prompt reasonable cooperation of the Company, be responsible have principal responsibility for making any filing or notification notification, or draft filing as may be the case, required or deemed mutually advisable by both Buyer and the Company, under the German and Austrian foreign Antitrust Laws within fifteen (15) Business Days and Foreign Investment Laws as promptly as reasonably practicable after the date hereofof this Agreement, unless otherwise agreed to by the Company and Parent in writing. The Parties Neither Parent nor Company will withdraw any such filings or notifications, nor extend the timing for any review period by any Governmental Body in connection with obtaining any Consent, registration or declaration of a Governmental Body, without the prior written consent of the other party. Parent shall have principal responsibility for determining the timing, sequence and strategy of seeking all clearances, consents or approvals under the HSR Act and other applicable Antitrust Laws and Foreign Investment Laws, provided that the parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by by, or on behalf of of, such Party party in connection with proceedings under or relating to any Antitrust Laws and Foreign Investment Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to furnish to the other such information and assistance as the other may reasonably request in connection with obtaining any Consent, registration or declaration or any Action under or relating to Antitrust Laws, Foreign Investment Laws or otherwise relating to or to facilitate a Remedy Action, (B) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws applicable or otherwise relating to the Offer and the Mergeror to facilitate a Remedy Action, (BC) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (CD) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, (DE) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, to promptly notify the other Party party of the substance of such communication, (EF) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, or Foreign Investment Laws and (FG) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable or Foreign Investment Laws. The parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Offer other under this Section 5.6 as “outside counsel.” Such materials and the Merger; provided, however, that the Parties information contained therein shall be permitted given only to redact any the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (xParent or the Company, as the case may be) or its legal counsel; provided that materials provided pursuant to this Section 5.6 may be redacted (i) to remove personally sensitive information; (ii) to remove references concerning the valuation of or future plans for the Companyapplicable business to which the information relates, (yiii) as necessary to comply with contractual arrangements or obligations, (iv) as necessary to comply with applicable Law, Law and (zv) as necessary to address reasonable attorney-client privilege concerns; provided, further, . Parent shall pay all filing fees in connection with any filings that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithrequired by this Section 5.6(a). (b) In furtherance of, and without limiting the efforts referenced in Section 5.6(a), Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, clearances or approvals required under or in connection with the HSR Act, the ▇S▇▇▇▇▇▇ Act, as amended, the ▇C▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, the EU Merger Regulation and any other federal, state or foreign law, regulation, or decree Law designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, in each case, to cause the Merger Offer to occur be consummated as soon as practicable and in any event prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or . Notwithstanding anything to the contrary in this AgreementSection 5.6, in no event shall Parent shall not have any obligation to (or to cause any of its Subsidiaries be obligated to, or to agree to, (i) divest, dispose of, license, or hold separate all or any portion of the businesses or assets of Parent, the Company or any of their respective Subsidiaries; or (ii) consent to or otherwise agree to other restrictions or limitations on any business, operations, assets, properties or contractual freedoms of any such businesses or operations (the preceding clauses (i) and (ii) collectively, a “Remedy Action”), unless, (A) in the case of the preceding clause (i) only, such Remedy Action involves solely assets or businesses of the Company and its Subsidiaries (or at the election of Parent, of Parent and its Affiliates); (B) in the case of the preceding clause (ii) only, such Remedy Action is a proposal, agreement, commitment or undertaking from Parent or any of its Affiliates or the Company toand its Subsidiaries to license, supply or provide products and services to third parties (including competitors of Parent or any of its Affiliates or the Company and its Subsidiaries); and (C) in each of clauses (i) and (ii), such Remedy Action, individually and in the aggregate with all other Remedy Actions, would not reasonably be expected to have a material negative impact on Parent, the Company and their respective Subsidiaries, taken as a whole, measured on a scale relative to the Company and its Subsidiaries, taken as a whole (each, a “Permitted Remedy Action”). For the avoidance of doubt, no party hereto (or their respective Subsidiaries) shall be required pursuant to this Section 5.6 to offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of effect any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions Remedy Action that would not, and would is not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.65.6, in the event that any administrative or judicial action or proceeding Action is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Mergerany Transaction, each of Parentthe Company, Purchaser Parent and the Company Buyer shall cooperate in take any and all respects with each other and shall use its reasonable best efforts actions necessary to contest and resist any such action Action (or proceeding threatened Action), including to ensure that any Remedy Action sought in such Action is a Permitted Remedy Action, and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, Judgment or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer Transactions or the Mergerimposes or seeks to impose any Remedy Action that is not a Permitted Remedy Action. (d) Prior to the Acceptance Time, the Company each party hereto shall use its reasonable best efforts to obtain any consents, approvals, approvals or waivers of third parties with respect to any Contracts to which it (or a any Subsidiary of the Company Company) is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Transactions or required by the terms of any Contract as a result of the execution, performance, performance or consummation of the transactions contemplated by Transactions; provided, that, notwithstanding anything to the contrary in this Agreement; provided that , in no event will the Company or its Subsidiaries be required to pay, prior pay or make or commit to the Effective Timepay or make, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval, approval or waiver required with respect to any such ContractContract and the Company’s failure to obtain any such consents, approvals or waivers with respect to any Contracts shall in no event be a breach of its obligations under this Section 5.6(d) that factors into determining whether the Offer Condition set forth in paragraph 2(b) of Annex I has been satisfied.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each Party parties shall 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 cooperate with each other in order to do, all things necessary, properproper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable Laws laws and regulations to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before at the Outside Date. Notwithstanding anything in this Agreement to the contraryearliest practicable date, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree including: (A) to give each other reasonable advance notice causing the preparation and filing of all substantive meetings with any Governmental Entity relating forms, registrations and notices required to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required filed to consummate the Merger, such actions that would not, ; (B) defending all lawsuits and would not reasonably be expected to, individually other proceedings by or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require before any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer this Agreement or the consummation of the Merger, each of Parent, Purchaser ; and the Company shall cooperate in all respects with each other and shall use its (C) using commercially reasonable best efforts to contest and resist prevent the entry of any such action or proceeding court order, and to have vacated, lifted, reversed, reversed or overturned any injunction, decree, judgmentruling, injunction, decision, order or other orderaction of any Governmental Entity that would prevent, whether temporaryprohibit, preliminary, restrict or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for delay the consummation of the transactions contemplated by this Agreement or required by Agreement. Each of the terms parties hereto agrees to treat the receipt of any Contract the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a result taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the executionInternal Revenues Code of 1986, performanceas amended (the “Code”), or consummation of the transactions contemplated parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing less than five percent (5%) ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. §1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement; provided that in no event will , none of the Company or its Subsidiaries parties hereto nor any of their respective Affiliates shall be required obligated to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation payments or otherwise pay any consideration to any third party to obtain any applicable consent, approvalwaiver, settlement or waiver required with respect approval in order to any such Contractconsummate the transactions contemplated hereby.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as practicable and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after from the date of this Agreement), hereof) and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties parties also shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable Laws. Any such disclosures or provision of copies by one party to the Offer other may be made on an outside counsel/in-house counsel basis, if appropriate. Each party may, as each deems advisable and the Merger; providednecessary, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that reasonably designate any such disclosures or provision of copies by one Party party to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and the information contained therein shall be given only to the outside legal counsel and in-house counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to employees (other than in-house counsel), officers or directors of the recipient, unless express permission is obtained in advance from the source of the materials or its legal counsel; it being understood that materials provided pursuant to this Agreement may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation redacted (i) as necessary to comply with the Company, shall have the principal responsibility for devising contractual obligations and implementing the strategy for obtaining any (ii) as necessary clearances under the Antitrust Laws and shall take the lead in all meetings and to protect privileged attorney-client communications with any Governmental Entity in connection therewithor attorney work product. (b) Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to to, use their its reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) Laws to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, in each case, to cause the Merger to occur prior to as promptly as practicable and, in any event, by or before the Outside Date; provided, howeverincluding (i) promptly complying with any requests for additional information (including any second request) by any Governmental Body and (ii) contesting and defending any threatened or pending preliminary or permanent injunction or other order, thatdecree, notwithstanding or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking other actions to prevent the entry, enactment, or promulgation thereof. Furthermore, Parent shall not take, and shall cause each of its Subsidiaries to not take, any action or omit to take any action that would reasonably be expected to materially delay or prevent consummation of the transactions contemplated by this Section 6.6(b) or Agreement. Parent shall pay all filing fees incurred by the parties in connection with any filings which may be required by such party to obtain clearance under any Antitrust Law for the consummation of the Offer and the Merger. Notwithstanding anything to the contrary in this Section 6.6(b) or otherwise in this Agreement, neither Parent nor any of its Affiliates shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to to, or effect, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, or other disposition of any and or all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and or any of its Subsidiaries (including the Company, Surviving Corporation and their respective SubsidiariesCorporation), or (2) any other restrictions on the activities of Parent and or any of its Subsidiaries (including the CompanySurviving Corporation); provided, Surviving Corporation and their respective Subsidiaries)however, other than, in each case, that Parent shall take such actions with respect to the extent Company (including, after the Effective Time, the Surviving Corporation) if such action (A) is necessary to obtain the required approvals clearances or clearances waiting period expirations or terminations as may be required under the applicable HSR Act or any Antitrust Laws required to consummate by the Merger, such actions that would not, Outside Date and (B) would not reasonably be expected to, individually or in the aggregate, reasonably be expected to be materially detrimental to the benefits to be derived by Parent and adversely affect its Affiliates as a result of the business Contemplated Transactions. In addition, the Company shall not offer or commit to take any of such actions without Parent’s prior written consent, which includes taking or committing to take actions that limit Parent or any of its Subsidiaries (including the Surviving Corporation), as applicable, freedom of action with respect to, or their ability to retain, any of the businesses, employees, or assets of the Company. Parent shall not require the Company to, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement the Company shall require any party to take or agree to not be required to, take any action with respect to its business any consent decree, hold separate order or operations in connection other applicable Law that binds the Company prior to the Effective Time. Neither Parent nor the Company shall enter any agreement with obtaining required approval a Governmental Body not to consummate or clearance under any applicable Antitrust Laws unless to delay consummation of the effectiveness Contemplated Transactions without the prior written consent of such agreement or action is conditioned upon the Closingother party. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company each party shall use its commercially reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this AgreementContemplated Transactions; provided that that, in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, including: (i) make obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iii) executing and delivering any additional documents or instruments reasonably necessary to consummate the Transactions and to carry out this Agreement. In furtherance and not in limitation of the foregoing, each party agrees to make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline Transactions within thirty (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (1030) Business Days days after the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act and to take all other reasonable actions necessary, proper or any other advisable to cause the expiration or termination of the applicable Antitrust Lawwaiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shallEach party agrees to make, if required, appropriate filings of Applications for Approval of Acquisition of Control Statements, or “Form A” statements, and all related filings, with respect to the prompt reasonable cooperation of Transactions with the Companyapplicable Insurance Regulators, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws as applicable, within fifteen thirty (1530) Business Days after the date hereof; provided, unless otherwise agreed however, that any required pre-acquisition notice (Form E) filings, Form E exemption filings, and all related applications and filings with respect to the Transactions shall be submitted within forty (40) Business Days after the date hereof. Each party agrees to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to the Insurance Laws and to take all other reasonable actions necessary, proper or advisable to obtain the applicable consents and approvals of the applicable Insurance Regulators as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with and without limiting the obligations to use certain efforts referenced in Section 5.5(a), to the extent relating to the requisite approvals, authorizations and clearances for the Transactions under the HSR Act and the other Regulatory Laws and the Insurance Laws, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Action initiated by a private party, (ii) keep the other reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), any Insurance Regulator or any other Governmental Entity and of any communication received or given in connection with any Action by a private party, in each case regarding any of the Transactions, (iii) permit the other a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting, discussion or conference with, the FTC, the DOJ, any Insurance Regulator or any other Governmental Entity or, in connection with any Action by a private party, with any other Person, and, to the extent permitted by the FTC, the DOJ, such Insurance Regulator or such other applicable Governmental Entity or other Person, as applicable, give the other the reasonable opportunity to attend and participate in such meetings, discussions and conferences solely to the extent such meetings, discussions and conference relate to this Agreement, the Merger or the other Transactions, and (iv) to the extent practicable and subject to the other provisions in this Section 5.5, attempt to confer in good faith in order to (A) exchange and review respective views and positions with the other as to potential Materially Burdensome Conditions and (B) discuss and present to, and engage with, the applicable Governmental Entity regarding any approaches or actions that could mitigate the scope or impact of a potential Materially Burdensome Condition so that it does not become a Materially Burdensome Condition. Parent and the Company shall promptly advise each other upon receiving any communication, including promptly furnishing each other copies of any written or electronic communication, and Parent in writingshall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any requisite approval, authorization or clearance for the Transactions under the HSR Act or any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval, authorization or clearance or Requisite Regulatory Approval will be materially delayed or conditioned or impose or require a Materially Burdensome Condition. The Parties shall also parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals to be made or submitted by or on behalf of such Party any party, including reasonable access to any materials submitted in connection with any proceedings under or relating to the HSR Act or any Antitrust Laws. Without limiting the foregoingother applicable Regulatory Law, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriateproceeding under 16 C.F.R. § 803.20. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or Notwithstanding anything to the contrary in this AgreementSection 5.5, Parent shall not no party will have any obligation to (share any trade secret or other competitively sensitive information with the other party. Such materials and the information contained therein shall be given only to cause the outside counsel for matters relating to Regulatory Law of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or consultants of the recipient or any of its Subsidiaries or Affiliates or Affiliates, unless express permission is obtained in advance from the Company to) offeror Parent, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) as the sale, divestiture, licensecase may be, or other disposition of any and all its outside legal counsel. Each of the capital stock, assets, equity holdings, rights, products, or businesses of the Company and Parent and shall cause its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiariesoutside legal counsel for matters relating to Regulatory Law to comply with this Section 5.5(b), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the any other obligations in clauses (a) of Parent hereunder, Parent will respond to and (b) of this Section 6.6, in the event that seek to resolve as promptly as reasonably practicable any administrative or judicial action or proceeding is instituted (or threatened to be instituted) objections asserted by a any Governmental Entity challenging with respect to the Offer or the Merger, each of Parent, Purchaser Transactions and the Company shall cooperate in all respects with each other and shall will use its reasonable best efforts to contest take any and resist any such all action necessary to ensure that each requisite approval, authorization or proceeding clearance under the HSR Act and to have vacatedeach Requisite Regulatory Approval is obtained by the Outside Date, liftedin each case, reversed, without imposing or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Mergerrequiring a Materially Burdensome Condition. (d) Prior Notwithstanding anything in this Agreement to the Acceptance Timecontrary, the no Parent Company shall use be obligated to, and no Acquired Company shall, without the prior written consent of Parent at its reasonable best efforts to obtain any consentssole discretion, approvalsconsent to, take or refrain from taking, or waivers of third parties with respect offer or commit or consent to take or refrain from taking (A) any Contracts to which it action that involves (i) making any divestiture or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms disposition of any Contract as a result portion of the executionany business or assets, performance, (ii) licensing any portion of any business or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.assets,

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before the Outside DateContemplated Transactions as promptly as possible. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree tothat (i) to the extent applicable, or to they will each cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Merger Control Laws with respect to the Offer and Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten twenty (1020) Business Days after the date of this Agreement), ) and (ii) to the parties will supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Body pursuant to the HSR Act (to the extent applicable) or any other applicable Antitrust Merger Control Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall parties also will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Merger Control Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerMerger Control Laws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerMerger Control Laws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerMerger Control Laws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Merger Control Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerMerger Control Laws; provided, howeverthat in connection with sharing information pursuant to this Section 6.6(a), that the Parties shall be permitted to parties may redact any materials (x) to remove references concerning the valuation commercially sensitive information or share such information on an “outside counsel” only basis and, unless explicitly excluded, in-house counsel of the Company, (y) as necessary recipient approved by the providing party and will not be disclosed by such outside counsel or approved in-house counsel to comply with contractual arrangements other Representatives of the recipient unless express written permission is obtained in advance from the source of the materials or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any its legal counsel. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, if appropriate. ParentNotwithstanding the foregoing, after prior Parent shall control the strategy and timing for obtaining any approvals or clearances required or advisable under any Merger Control Laws in connection with this Agreement, subject to good faith consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts toNotwithstanding anything in this Agreement to the contrary, each party shall, and shall cause each of its Subsidiaries and respective Affiliates to to, use their its reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, clearances or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) applicable Merger Control Laws to enable all waiting periods under applicable Antitrust Merger Control Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Merger Control Laws asserted by any Governmental EntityBody, in each case, to cause the Merger to occur prior as promptly as possible, including promptly complying with any requests for additional information (including any second request) by any Governmental Body. Notwithstanding anything in this Agreement to the Outside Date; providedcontrary, howevernone of Parent or any of its Affiliates shall be required to agree to or proffer to sell, thatdivest, notwithstanding this Section 6.6(blease, license, transfer, dispose of or otherwise encumber or impair Parent’s or any of its Affiliates’ ability to own or operate any assets or properties of Parent or any of its Affiliates (including for the avoidance of doubt, any equity or other interests in the Company from and after the Closing) or anything to any assets or properties of the contrary in this AgreementCompany or any of its Affiliates. Furthermore, Parent shall not have any obligation to (or to take, and shall cause any each of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take acquire or agree to take acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, any action with respect Person or portion thereof, if the entering into of a definitive agreement relating to its business or operations the consummation of such acquisition, merger or consolidation would materially delay clearance by any Governmental Body or materially increase the risk of not obtaining clearance by any Governmental Body before the Outside Date. Parent shall bear the filing fees required in connection with obtaining required approval or clearance filings under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the ClosingMerger Control Laws. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall will cooperate in all respects with each other and shall will use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, decision or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall each party will use its commercially reasonable best efforts to obtain any consents, approvals, approvals or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, performance or consummation of the transactions contemplated by this AgreementContemplated Transactions; provided that provided, that, in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval, approval or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the Merger and consummation of the other transactions contemplated by this Agreement by or before the Outside DateTransactions. Notwithstanding anything the foregoing, nothing in this Agreement to the contraryshall require Parent, the Parties agree Merger Sub or Merger LLC to, and no Acquired Company shall, without the prior written consent of Parent, agree to any modification to or accommodation under any Contract or pay any fee, penalty or other consideration to cause their ultimate parent entity (as such term is defined any third party for any consent or approval required for the consummation of the Transactions. In furtherance and not in limitation of the HSR Act) toforegoing, each party hereto agrees to make (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline Transactions within fifteen (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (1015) Business Days after from the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act, (ii) if required, appropriate filings under any Regulatory Law as soon as reasonably practicable and (iii) any other applicable Antitrust Law. Parent shallnecessary, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required proper or advisable under the German registrations, filings and Austrian Antitrust Laws notices within fifteen twenty (1520) Business Days after the date hereof, unless otherwise agreed . Subject to by the Company and Parent in writing. The Parties shall also consult and cooperate with one anotherapplicable Law, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, except as required by any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, neither Parent nor the Company shall agree to give each other an opportunity to participate in each extend any waiting period under the HSR Act without the prior written consent of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Mergerparty; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Offer or the Merger, each of Parent, Purchaser and the Company disagree as to whether to extend the period, Parent’s determination shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Mergercontrol. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall will use reasonable its best efforts to (and, in the case of BidCo, use its best efforts to cause each of its subsidiaries and Affiliates (collectively, the "BidCo Group") to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations to consummate the Offer, the Merger Acquisition and the other transactions contemplated by this Agreement by Agreement. In furtherance and not in limitation of the foregoing, each Party hereto agrees to make (or before the Outside Date. Notwithstanding anything in this Agreement cause to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Actbe made) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other the foreign antitrust and investment filings required pursuant to applicable foreign Antitrust Laws listed in Section 6.5(a) of the Company Disclosure Letter with respect to the Merger transactions contemplated hereby as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after of the date hereof with respect to any filing made pursuant to the HSR filing and as promptly as practicable for the other filings listed in Section 6.5(a) of this Agreement), the Company Disclosure Letter and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any Antitrust Law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain approval required under any other Antitrust Law. Parent shallLaw as soon as practicable. (b) BidCo, with on the prompt reasonable cooperation of one hand, and the Company, be responsible on the other hand, shall, in connection with the efforts referenced in Section 6.5(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for making the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or notification submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed other filing to be made by the Company other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such party from, or given by such party to, the U.S. Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Entity and Parent of any substantive communication received or given in writing. The Parties shall also connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the FTC, the DOJ, or any other Governmental Entity with respect to the transactions contemplated by this Agreement (other than Item 4(c) and Item 4(d) documents and subject to adequate measures for protection of commercially and/or competitively sensitive information); (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the DOJ, FTC or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult and cooperate with one anothereach other in advance, and consider in good faith the views of one another, other Party's reasonable comments in connection with, and provide to any communication, meeting or conference with, the FTC, the DOJ or any other Parties in advanceGovernmental Entity or, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoingproceeding by a private party, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to other Person; provided, that BidCo shall be solely responsible for the final content of any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any applicable Governmental Entity relating to any Entity. For purposes of this Agreement, "Antitrust Laws applicable to Law" means the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇S▇▇▇▇▇▇ Act, as amendedAntitrust Act of 1890, the ▇C▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, as amended, the Federal Trade Commission Act, as amended, Act of 1914 and any all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or foreign law, regulation, or decree designed intended to (i) prohibit, restrict, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or significant impediment lessening of effective competition through merger or acquisition or (collectively “Antitrust Laws”ii) review and approve investments made by entities based in other countries. (c) No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to enable all waiting periods under applicable Antitrust Laws Section 6.5(a) or Section 6.5(b) without giving the other Parties sufficient prior notice of the meeting and, to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted the extent permitted by any such Governmental Entity, the opportunity to attend and/or participate in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) such substantive meeting or communication. Notwithstanding anything to the contrary set forth in this Agreement, Parent and in furtherance and not in limitation of the foregoing, BidCo shall, and shall not have cause each member of the BidCo Group to, take any obligation and all steps necessary to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to cause the transactions contemplated by this Agreement under any Antitrust Law or (y) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of its Subsidiaries the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (and, for the avoidance of doubt, so as to avoid an in-depth or Affiliates or second-phase review by the Company torelevant Governmental Entity) offer(but in no event later than the End Date), negotiateincluding, commit but without limiting the foregoing, (i) proposing, negotiating, committing to or effectand effecting, by consent decree, hold separate order orders or otherwise, (1) the sale, divestituredivesture, licensedisposition, or other disposition license of any and all of the capital stock, assets, equity holdingsproperties, products, rights, products, services or businesses of the Parent and its Subsidiaries (including the CompanyBidCo, Surviving Corporation and their respective Subsidiaries)BidCo's subsidiaries, BidCo's Affiliates, or the Company or its subsidiaries or any interest therein and (2ii) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, otherwise taking or committing to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such take actions that would notlimit BidCo's, and would not reasonably be expected toBidCo's subsidiaries, individually BidCo's Affiliates, or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take 's or agree to take any its subsidiaries' freedom of action with respect to, or its or their ability to retain any assets, properties, products, rights, services or businesses of BidCo, BidCo's subsidiaries, BidCo's Affiliates, or the Company or its business subsidiaries or operations in connection with obtaining required approval any interest or clearance under interests therein, provided that any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon (and shall not be completed prior to) the Closingconsummation of the Acquisition and the other transactions contemplated by this Agreement. (cd) Without limiting Subject to the obligations in clauses (a) and (b) of this under Section 6.66.5(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer Acquisition or the Mergerany other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Purchaser BidCo and the Company shall, and BidCo shall cause each member of the BidCo Group to, cooperate in all respects with each other and shall use its reasonable respective best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement. (e) Neither BidCo nor any member of the BidCo Group shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or required by the terms expiration or termination of any Contract as a result applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order prohibiting the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that or (iii) materially delay or prevent the consummation of the transactions contemplated by this Agreement. (f) Notwithstanding the foregoing, (i) BidCo shall direct, in no event will consultation with the Company or its Subsidiaries be required to payand after considering in good faith the Company's views, prior to the Effective Timestrategy and timing, any fee, penalty, or proceedings and other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required activities with respect to seeking any actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers of any Governmental Entity as contemplated hereby (provided that no Party may enter into a so-called timing agreement with any Governmental Entity without the consent of the other Party), (ii) the Company shall, and shall cause each of its subsidiaries to, use reasonable best efforts to take such actions as reasonably requested by BidCo in connection with obtaining any such Contractactions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers and (iii) BidCo shall have the sole and exclusive right, in consultation with the Company and after considering in good faith the Company's views, to propose, negotiate, offer or commit to make or effect any divestitures, dispositions or licenses of any assets, properties, products, rights, services or businesses, or to agree to any other remedy, requirement, obligation, condition or restriction related to the conduct of BidCo's and its HSR Affiliates' (as such term is defined by the HSR Act) or the Company's and its subsidiaries' businesses in order to resolve any Governmental Entity's objections to or concerns about the transactions contemplated by this Agreement. (g) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a Party will be provided to the other Party on an outside counsel-only basis (or by otherwise taking appropriate steps to safeguard the information and comply with applicable Law) while, if requested in writing by the other Party and to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to the other Party.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall will use its reasonable best efforts to (and, in the case of Parent, cause each of its subsidiaries and controlled Affiliates (collectively, the “Parent Group”) to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before Agreement. In furtherance and not in limitation of the Outside Date. Notwithstanding anything in this Agreement foregoing, each Party hereto agrees to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing take the actions set forth on Section 6.4(a)(i) of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to Company Disclosure Letter on the Merger timeframes set forth therein, (ii) except as provided in Section 6.4(a)(i) of the Company Disclosure Letter, as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) 20 Business Days after the date hereof, file any notification or other filing or form or submission (or, for jurisdictions where submission of a draft prior to formal notification is appropriate, a draft thereof) necessary to obtain any consents, clearances or approvals under or in connection with any Antitrust Law applicable to the transactions contemplated by this Agreement)Agreement that is required or advisable (as reasonably determined by Parent and Company) and (iii) (A) as promptly as practicable and in any event within 20 Business Days of the date hereof, file with the STB all appropriate and necessary documentation for the approval, authorization or exemption, as the case may be, of the Merger and the other transactions contemplated hereby and (B) if the conditions set forth in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing, and other than the condition set forth in Section 7.1(b)(ii)(A)) are reasonably expected to be satisfied prior to the STB approving, authorizing or exempting the Merger and the other transactions contemplated hereby, submit a form of voting trust agreement to the STB seeking an informal opinion that the voting trust, would insulate Parent from unauthorized control of the Company if (a) Parent has not received from the STB the approval, authorization or exemption, as the case may be, of the Merger and the transactions contemplated hereby before the Effective Time and (b) the stock of the Surviving Corporation is placed into the voting trust immediately following the Effective Time, and file with the STB all appropriate and necessary documentation for the approval, authorization or exemption, as the case may be, of the voting trustee’s control of the Company. For the avoidance of doubt, in the event the conditions set forth in Section 7.1 and Section 7.2 are satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing, and other than the condition set forth in Section 7.1(b)(ii)(A)) but approval, authorization or exemption of the Merger and the other transactions contemplated hereby has not been obtained from the STB at the time such conditions are satisfied, and the events described in Section 7.1(b)(ii)(B) shall have occurred, Parent shall be obligated to consummate the Merger and the other transactions contemplated hereby pursuant to a voting trust agreement under which the stock of the Surviving Corporation is placed into the voting trust immediately following the Effective Time. (b) In connection with the efforts referenced in Section 6.4(a) to obtain all requisite or advisable approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement under any applicable Law, to obtain the approval, authorization or exemption of the STB for the transactions contemplated by this Agreement and to obtain any Other Regulatory Approvals, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall use its reasonable best efforts to (i) cooperate in all Table of Contents respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the STB or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other Party promptly with copies of all correspondence, filings and communications between them and the FTC, the DOJ, the STB or any other Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information and documentary material or documentation that may be requested pursuant to by the HSR Act FTC, the DOJ, the STB, or by any other applicable Antitrust Law. Parent shallGovernmental Entity in respect of such registrations, declarations and filings or such transactions; (v) permit the other Party to review any substantive communication given by it to, and consult with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent each other in writing. The Parties shall also consult and cooperate with one anotheradvance, and consider in good faith the views of one another, other Party’s reasonable comments in connection with, and provide to any filing, notice, application, submission, communication, meeting or conference with, the FTC, the DOJ, the STB or any other Parties in advanceGovernmental Entity or, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating any proceeding by a private party, with any other Person; and (vi) take any action (including those set forth on Section 6.4(b)(vi) of the Company Disclosure Letter) in order to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice obtain all requisite or advisable approvals and authorizations, or permit the expiration of all substantive meetings with waiting periods, for the transactions contemplated by this Agreement under any applicable Law or (B) obtain the approval, authorization or exemption of any Governmental Entity relating for the transactions contemplated by this Agreement, in each case of the foregoing clauses (A) and (B), with respect to any such approval, authorization, waiting period or exemption under applicable Antitrust Laws applicable that are required to be obtained to satisfy the Offer and condition in Section 7.1(b) within the Mergerfirst period of formal or public review that is commonly known as “Phase 1” for such approval, (B) unless prohibited by applicable Law authorization, waiting period or by a Governmental Entityexemption. For purposes of this Agreement, to give each other an opportunity to participate in each “Antitrust Law” means the ▇▇▇▇▇▇▇ Antitrust Act of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act1890, the ▇▇▇▇▇▇▇ Act, as amendedAntitrust Act of 1914, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as amendedAntitrust Improvements Act of 1976, the Federal Trade Commission ActAct of 1914, as amended, the ICCTA and any all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or foreign law, regulation, or decree designed intended to prohibit, restrict, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or significant impediment lessening of effective competition through merger or acquisition. Notwithstanding anything contained herein to the contrary, in connection with any planned divestiture by Parent of the Company’s interests in G&W Australia Holdings LP to a third party (collectively the “Antitrust LawsSnow Australia Divestiture”), the Company shall, and shall cause its subsidiaries to, use reasonable best efforts to reasonably assist and reasonably cooperate with Parent, at Parent’s sole cost and expense, in Parent’s efforts to consummate the Snow Australia Divestiture in the most expeditious manner practicable (whether concurrently with, or at any time after, the Effective Time) and take such actions as may be reasonably requested by Parent, including using reasonable best efforts to: (A) to enable the extent in the possession of the Company and its subsidiaries, furnish Parent with such pertinent information and disclosures as Parent shall reasonably request in connection with the Snow Australia Divestiture; (B) upon reasonable Table of Contents notice, make the relevant officers and senior employees of the Company and G&W Australia Holdings LP available for a reasonable number of meetings with potential purchasers, (C) if required, take all waiting periods under applicable Antitrust Laws corporate actions, subject to expirethe occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Snow Australia Divestiture; (D) if required, execute, subject to the occurrence of the Effective Time, definitive documentation relating to the Snow Australia Divestiture as Parent may reasonably request; and (E) assist Parent in obtaining, as promptly as reasonably practicable, all necessary consents, approvals, orders, waivers and authorizations of, and actions or nonactions by, any Governmental Entity or any third party, and making, or causing to avoid be made, all other necessary registrations, declarations and filings with, and notices to, Governmental Entities and third parties, in connection with the Snow Australia Divestiture. Notwithstanding the foregoing, (x) nothing in the foregoing sentence shall require such cooperation to the extent it would unreasonably interfere with the business or operations of the Company and its subsidiaries and (y) none of the Company or any of its subsidiaries shall be required to pay any fee or incur any other liability or obligation in connection with the Snow Australia Divestiture or be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to pay any fee or make any other payment or agree to provide any indemnity in connection with the Snow Australia Divestiture or any of the foregoing prior to the Effective Time. For the avoidance of doubt, none of the Company or its subsidiaries or their respective officers, directors (with respect to any subsidiary of the Company) or employees shall be required to execute or enter into or perform any agreement with respect to the Snow Australia Divestiture that is not contingent upon the Closing or that would be effective prior to the Closing and no directors of the Company shall be required to execute or enter into or perform any agreement with respect to the Snow Australia Divestiture. Each of Parent and Merger Sub affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that the Snow Australia Divestiture is consummated. (c) No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to Section 6.4(a) or Section 6.4(b) without giving the other Parties sufficient prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate in such substantive meeting or communication. Subject to Section 6.4(g), and in furtherance and not in limitation of the foregoing, Parent shall, and shall cause its controlled Affiliates and subsidiaries to, take any and all steps necessary (other than with respect to the approval contemplated in Section 6.4(i) of the Company Disclosure Letter, with respect to which Parent’s obligations are as set forth in Section 6.4(i) of the Company Disclosure Letter) to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or other applicable Antitrust Laws asserted by requiring receipt of the Other Regulatory Approvals or (y) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any Governmental Entitydecree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (but in no event later than the End Date), including, but without limiting the foregoing, and in each case, subject to cause the Merger Section 6.4(g), (i) proposing, negotiating, committing to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effectand effecting, by consent decree, hold separate order orders or otherwise, (1) the sale, divestituredivesture, licensedisposition, or other disposition license of any and all of the capital stock, assets, equity holdingsproperties, products, rights, products, services or businesses of the Parent Company or its subsidiaries or any interest therein and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), ii) otherwise taking or (2) any other restrictions on the activities Table of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, Contents committing to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such take actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of limit the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take ’s or agree to take any its subsidiaries’ freedom of action with respect to, or its or their ability to retain any assets, properties, products, rights, services or businesses of the Company or its business subsidiaries or operations in connection with obtaining required approval any interest or clearance under any applicable Antitrust Laws unless interests therein (the effectiveness of such agreement or action is conditioned upon the Closingactions contemplated by clauses (i) and (ii), a “Company Remedial Measure”). (cd) Without limiting Subject to the obligations in clauses (aunder Section 6.4(c) and (b) of this Section 6.66.4(g), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer Merger or the Mergerany other transaction contemplated by this Agreement, or any other agreement contemplated hereby, (i) each of Parent, Purchaser Merger Sub and the Company shall, and Parent shall use reasonable best efforts to cause each member of the Parent Group to, cooperate in all respects with each other and shall use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement, and (ii) Parent and Merger Sub must defend, at their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not be required to agree to any term or take any action with respect to any term in connection with its obligations under this Section 6.4(d) that is not conditioned upon consummation of the Merger. (e) Neither Parent nor Merger Sub nor any of their controlled Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or required by the terms expiration or termination of any Contract as a result applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order prohibiting the execution, performance, or consummation of the transactions contemplated by this Agreement; or (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise. (f) Notwithstanding anything to the contrary in this Section 6.4, the Parties may, as they deem advisable and necessary, provide sensitive information and materials of a Party to the other Party on an outside counsel-only basis or directly to the applicable Governmental Entity while, to the extent feasible, making a version in which the sensitive information has been redacted available to the other Party. Materials provided that in no event will to the Company other Party or its Subsidiaries counsel may be required redacted to payremove references concerning the valuation of the Company, prior to the Effective Time, any fee, penaltyprivileged communications, or other consideration sensitive material. (g) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.4 (but subject to Section 6.4(i)) shall (i) require (A) any of Parent, any of its Affiliates or make any other accommodation to any third party to obtain any consent, approval, direct or waiver required with respect to any such Contract.indirect equity holders of Parent (inclu

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party party shall, and shall cause its respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other applicable filings required pursuant to applicable foreign Antitrust Laws the Foreign Regulatory Approvals with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of the Agreement, the applicable filings (or draft filings where applicable) pursuant to the Foreign Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made within twenty (20) Business Days after the date of this Agreement and all other applicable filings pursuant to the Foreign Regulatory Approvals must be made as promptly as practicable after the date of this Agreement); provided, further, that Parent shall not be in breach of this Section 5.8(a) with respect to Foreign Regulatory Approvals if any failure to make such filings (or draft filings where applicable) within such twenty (20) Business Day time period resulted from the Company’s breach of its obligations under this Section 5.8(a) with respect to Foreign Regulatory Approvals) and (ii) to supply make an appropriate response as promptly as reasonably practicable to any additional request for information and documentary material that may be requested made by a Governmental Body pursuant to the HSR Act or any other applicable Antitrust LawLaws or Foreign Investment Laws. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under for the German and Austrian Antitrust Laws within fifteen (15) Business Days after purposes of the date hereof, unless otherwise agreed to by the Company and Parent in writingForeign Regulatory Approvals. The Parties parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws and any Foreign Investment Laws. . (b) Without limiting the foregoing, the Parties agree parties hereto agree, in each case in connection with the Merger or the Contemplated Transactions (Ai) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, (Bii) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (Ciii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, (Div) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, to promptly notify the other Party party of the substance of such communication, (Ev) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, or Foreign Investment Laws and (Fvi) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Foreign Investment Laws. Any such disclosures or provision of copies by one Party party to the other may be redacted or made on an outside counsel only basis, if and to the extent appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (bc) Notwithstanding anything in this Agreement to the contrary, Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amendedAntitrust Laws, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under the HSR Act and other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, and (ii) use its reasonable best efforts to take any and all actions necessary to obtain the Foreign Investment Approvals, in each case, to cause the Merger to occur prior to as promptly as possible and, in any event, by or before the Outside Date; provided, howeverincluding (A) promptly complying with any requests for additional information (including any second request or equivalent) by any Governmental Body, that(B) if necessary to obtain clearance by any Governmental Body before the Outside Date, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreementoffering, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company negotiating, committing to) offer, negotiate, commit to or effectand effecting, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective its Subsidiaries) or making or effecting any commitment, condition or undertaking required by any Governmental Body with respect to the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), or (2) and any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective its Subsidiaries); provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by this clause (B) as condition by any Governmental Body to obtaining any Foreign Investment Approval in the event that such action contemplated by this clause (B) would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Merger, and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other thanorder, in each casedecree, to or ruling or statute, rule, regulation, or executive order that would adversely affect the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required ability of any party hereto to consummate the Merger, Merger and taking such actions that would to prevent the entry, enactment, or promulgation thereof. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and would not reasonably be expected toshall cause each of its Subsidiaries to not, individually take, any action or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree omit to take any action with respect that would reasonably be expected to its business materially delay or operations prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with obtaining any filings under the HSR Act and in connection with the Foreign Regulatory Approvals which may be required approval or clearance under any applicable Antitrust Laws unless for the effectiveness consummation of such agreement or action is conditioned upon the ClosingMerger. (cd) Without limiting the obligations in clauses (a) and (bc) of this Section 6.65.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Merger, each of Parent, Purchaser Merger Sub, and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer or the Merger. (de) Prior to the Acceptance Effective Time, the Company each party shall use its commercially reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, performance or consummation of the transactions contemplated by this AgreementContemplated Transactions; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed).

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall of the Company, Parent and Merger Sub shall, as promptly as practicable, use its reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, Sub shall (i) make an all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) later than 10 Business Days after the date of this Agreement)Agreement with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) use reasonable best efforts to supply obtain as promptly as reasonably practicable the termination of any additional information and documentary material that may be requested pursuant to waiting period under the HSR Act or and any applicable foreign Antitrust Laws, (iii) cooperate and consult with each other applicable Antitrust Law. Parent shall, with in (A) determining which filings are required to be made prior to the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other Parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and consummation of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer Transactions and the Merger, (B) unless prohibited by applicable Law timely making all such filings and timely seeking all such consents, approvals, permits, notices or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithauthorizations. (b) Parent shall use reasonable best efforts toIn connection with, and shall cause without limiting, the efforts referenced in Section 6.10(a), each of its Subsidiaries the Company, on the one hand, and Affiliates to use their reasonable best efforts toParent and Merger Sub, take any and on the other hand, will (i) cooperate in all actions necessary to obtain any consents, clearances, or approvals required under or respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the HSR Actother reasonably informed of any communication received by it from, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amendedor given by it to, the Federal Trade Commission Act(the “FTC”), as amendedthe Antitrust Division of the Department of Justice (the “DOJ”) or any other United States or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Transactions and (iii) permit the other to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other federalGovernmental Authority (other than the Defense Security Service) or, state or foreign lawin connection with any proceeding by a private party, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expirewith any other Person, and to avoid the extent permitted by the FTC, the DOJ or eliminate impediments under such other applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause Authority (other than the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(bDefense Security Service) or anything other Person, give the other the opportunity to the contrary attend and participate in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of any such meetings and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingconferences. (c) Without limiting In furtherance and not in limitation of the obligations covenants of the Parties contained in clauses (aSection 6.10(a) and Section 6.10(b), if any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit is instituted (bor threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of this Section 6.6the Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. (d) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Authority or private party challenging the Offer Merger or the Mergerany other Transaction, each of Parent, Purchaser Merger Sub and the Company shall cooperate in all respects with each other and shall use its respective reasonable best efforts to vigorously contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other orderOrder, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer Transactions; provided, however, that no Party shall make any offer, acceptance or counter-offer to, or otherwise engage in discussions with, any Governmental Authority with respect to any proposed settlement, consent decree, commitment or remedy, or, in the Mergerevent of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested or agreed to by the other Parties, which agreement shall not be unreasonably withheld, delayed or conditioned. Each Party shall use its reasonable best efforts to provide full and effective support the other Parties in all material respects in all such negotiations and discussions to the extent reasonably requested by any such other Party. (de) Prior Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 6.10 shall limit a Party’s right to terminate this Agreement pursuant to Section 8.01 and (ii) nothing in this Agreement shall obligate Parent, Merger Sub or any of their respective Affiliates to agree to (A) sell, hold separate or otherwise dispose of all or a portion of its respective business, assets or properties, or conduct its business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action, (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties or of the businesses, properties or assets of the Company and its Subsidiaries or (E) waive any of the conditions set forth in ARTICLE VII of this Agreement. Without the prior written consent of Parent, none of the Company or any of its Subsidiaries shall, in response to any objections asserted with respect to the Acceptance TimeTransactions under any Antitrust Law or any suit instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Transactions as violative of any Antitrust Law, (A) sell, hold separate or otherwise dispose of all or a portion of their respective businesses, assets or properties, or conduct their business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action or (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties. (f) Without limiting the generality of Section 6.10(a), each of Parent and the Company shall use its reasonable best efforts to obtain submit a draft joint voluntary notice and, following the receipt of any consentscomments thereto, approvalsa final joint voluntary notice, or waivers to CFIUS (the “Exon-▇▇▇▇▇▇ Filing”) as promptly as reasonably practicable following the date of third parties this Agreement. Parent and the Company shall cooperate in preparing, pre-filing and filing with respect to any Contracts to which it or CFIUS a Subsidiary joint voluntary notice of the Transactions in accordance with applicable Law. Each of Parent and the Company is a party shall use its reasonable best efforts to respond as may be necessary for promptly as reasonably practicable (but in any event within the consummation time required to avoid possible rejection or deferred acceptance of the transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.Exon-▇▇▇▇▇▇ Filing under

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective TimeClosing, each Party the Company and Parent shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as promptly as practicable and, in any event, by or before the Outside Date, including obtaining all Consents, registrations and declarations from any Governmental Body or third party necessary, proper or advisable to consummate the Transactions, including any such Consents, registrations and declarations required under the HSR Act and any other applicable Antitrust Laws or any applicable Foreign Investment Laws. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) in cooperation and consultation with each other, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws or Foreign Investment Laws with respect to the Merger Transactions as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), unless otherwise agreed to by the Company and Parent in writing) and (ii) use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested (including pursuant to a second or similar request) pursuant to the HSR Act or any other applicable Antitrust LawLaw or Foreign Investment Laws. Parent shall, with the prompt reasonable cooperation of the Company, be responsible have principal responsibility for making any filing or notification notification, or draft filing as may be the case, required or deemed mutually advisable by both Buyer and the Company, under the German and Austrian foreign Antitrust Laws within fifteen (15) Business Days and Foreign Investment Laws as promptly as reasonably practicable after the date hereofof this Agreement, unless otherwise agreed to by the Company and Parent in writing. The Parties Neither Parent nor Company will withdraw any such filings or notifications, nor extend the timing for any review period by any Governmental Body in connection with obtaining any Consent, registration or declaration of a Governmental Body, without the prior written consent of the other party. Parent shall have principal responsibility for determining the timing, sequence and strategy of seeking all clearances, consents or approvals under the HSR Act and other applicable Antitrust Laws and Foreign Investment Laws, provided that the parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by by, or on behalf of of, such Party party in connection with proceedings under or relating to any Antitrust Laws and Foreign Investment Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to furnish to the other such information and assistance as the other may reasonably request in connection with obtaining any Consent, registration or declaration or any Action under or relating to Antitrust Laws, Foreign Investment Laws or otherwise relating to or to facilitate a Remedy Action, (B) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws applicable or otherwise relating to the Offer and the Mergeror to facilitate a Remedy Action, (BC) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (CD) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, (DE) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Mergeror Foreign Investment Laws, to promptly notify the other Party party of the substance of such communication, (EF) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, or Foreign Investment Laws and (FG) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable or Foreign Investment Laws. The parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Offer other under this Section 5.6 as “outside counsel.” Such materials and the Merger; provided, however, that the Parties information contained therein shall be permitted given only to redact any the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (xParent or the Company, as the case may be) or its legal counsel; provided that materials provided pursuant to this Section 5.6 may be redacted (i) to remove personally sensitive information; (ii) to remove references concerning the valuation of or future plans for the Companyapplicable business to which the information relates, (yiii) as necessary to comply with contractual arrangements or obligations, (iv) as necessary to comply with applicable Law, Law and (zv) as necessary to address reasonable attorney-client privilege concerns; provided, further, . Parent shall pay all filing fees in connection with any filings that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithrequired by this Section 5.6(a). (b) In furtherance of, and without limiting the efforts referenced in Section 5.6(a), Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, clearances or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, the EU Merger Regulation and any other federal, state or foreign law, regulation, or decree Law designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, in each case, to cause the Merger Offer to occur be consummated as soon as practicable and in any event prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or . Notwithstanding anything to the contrary in this AgreementSection 5.6, in no event shall Parent shall not have any obligation to (or to cause any of its Subsidiaries be obligated to, or to agree to, (i) divest, dispose of, license, or hold separate all or any portion of the businesses or assets of Parent, the Company or any of their respective Subsidiaries; or (ii) consent to or otherwise agree to other restrictions or limitations on any business, operations, assets, properties or contractual freedoms of any such businesses or operations (the preceding clauses (i) and (ii) collectively, a “Remedy Action”), unless, (A) in the case of the preceding clause (i) only, such Remedy Action involves solely assets or businesses of the Company and its Subsidiaries (or at the election of Parent, of Parent and its Affiliates); (B) in the case of the preceding clause (ii) only, such Remedy Action is a proposal, agreement, commitment or undertaking from Parent or any of its Affiliates or the Company toand its Subsidiaries to license, supply or provide products and services to third parties (including competitors of Parent or any of its Affiliates or the Company and its Subsidiaries); and (C) in each of clauses (i) and (ii), such Remedy Action, individually and in the aggregate with all other Remedy Actions, would not reasonably be expected to have a material negative impact on Parent, the Company and their respective Subsidiaries, taken as a whole, measured on a scale relative to the Company and its Subsidiaries, taken as a whole (each, a “Permitted Remedy Action”). For the avoidance of doubt, no party hereto (or their respective Subsidiaries) shall be required pursuant to this Section 5.6 to offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, or other disposition of effect any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions Remedy Action that would not, and would is not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.65.6, in the event that any administrative or judicial action or proceeding Action is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Mergerany Transaction, each of Parentthe Company, Purchaser Parent and the Company Buyer shall cooperate in take any and all respects with each other and shall use its reasonable best efforts actions necessary to contest and resist any such action Action (or proceeding threatened Action), including to ensure that any Remedy Action sought in such Action is a Permitted Remedy Action, and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, Judgment or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Offer Transactions or the Mergerimposes or seeks to impose any Remedy Action that is not a Permitted Remedy Action. (d) Prior to the Acceptance Time, the Company each party hereto shall use its reasonable best efforts to obtain any consents, approvals, approvals or waivers of third parties with respect to any Contracts to which it (or a any Subsidiary of the Company Company) is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Transactions or required by the terms of any Contract as a result of the execution, performance, performance or consummation of the transactions contemplated by Transactions; provided, that, notwithstanding anything to the contrary in this Agreement; provided that , in no event will the Company or its Subsidiaries be required to pay, prior pay or make or commit to the Effective Timepay or make, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval, approval or waiver required with respect to any such ContractContract and the Company’s failure to obtain any such consents, approvals or waivers with respect to any Contracts shall in no event be a breach of its obligations under this Section 5.6(d) that factors into determining whether the Offer Condition set forth in paragraph 2(b) of Annex I has been satisfied.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), ) and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall parties also will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Laws. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, if appropriate. ParentParent agrees that, after prior consultation between the date of this Agreement and the Closing, neither Parent nor any of its Subsidiaries shall enter into any Contract with respect to a transaction described in Section 5.6(a) of the CompanyCompany Disclosure Letter, if such transaction would reasonably be expected to prevent the consummation of the Merger by the Outside Date. Notwithstanding the foregoing, Parent shall have control and lead all communications, negotiations, timing decisions and strategy on behalf of the principal responsibility for devising and implementing the strategy for obtaining parties hereto relating to any necessary clearances approval under the HSR Act or any other Antitrust Laws and any litigation matters pertaining to the HSR Act or any other Antitrust Laws applicable to the Merger, and the Company shall take the lead in all meetings and communications with any Governmental Entity reasonable actions to support Parent in connection therewith; provided that Parent shall consult in advance with, and consider in good faith the views of, the Company in respect of obtaining or concluding any such approvals or litigation matters; provided, further, that neither Parent nor the Company shall enter into any timing agreement with a Governmental Body regarding the timing of the Closing without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). (b) Each of Parent shall use reasonable best efforts toand the Company shall, and shall cause each of its Subsidiaries and Affiliates to to, use their its reasonable best efforts to, to take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇S▇▇▇▇▇▇ Act, as amended, the ▇C▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree Law designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, in each case, to cause the Merger to occur prior to as promptly as possible and, in any event, by or before the Outside Date; provided, however, that, notwithstanding . Notwithstanding anything in this Section 6.6(b) or anything Agreement to the contrary in this Agreementcontrary, the parties agree that Parent, Purchaser or any other Subsidiary of Parent shall not have be required to: (i) agree to conditions imposed by any obligation to (Governmental Body or to cause any of its Subsidiaries or Affiliates or the Company to) offerpropose, negotiate, commit to or and effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, licensing or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, assets or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business Subsidiary of the Company, Parent or any Subsidiary of Parent, (ii) accept any operational restrictions, or otherwise propose, negotiate, take or commit to take actions that limit any of Parent’s, the Company’s, the Surviving Corporation’s or any other Subsidiary of Parent’s or the Company’s freedom of action with respect to, or ability to retain or freely operate, any of the assets, properties, licenses, rights, operations or businesses of Parent, the Company, the Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require or any party to take other Subsidiary of Parent or the Company, (iii) undertake or enter into agreements with any Governmental Body or agree to the entry of an order by any Governmental Body, (iv) commit to terminate, amend or replace any existing relationships and contractual rights and obligations of Parent, the Company, the Surviving Corporation or any other Subsidiary of Parent or the Company, (v) terminate any relevant venture or other arrangement of Parent, the Company, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation, or (vi) effectuate any other change or restructuring of Parent, the Company, the Surviving Corporation or any Subsidiary of Parent or the Company. The Company shall not, and shall cause the Company Subsidiaries not to, take any action of the foregoing actions in clauses (i) through (vi) with respect to its business the Company or operations any Company Subsidiary unless consented to in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless writing by Parent, provided that the Company shall, and shall cause each Company Subsidiary to, undertake such actions if requested by Parent if the effectiveness of such agreement or action is conditioned upon the occurrence of the Closing. Each party will bear its own costs of preparing its own pre-merger notifications and similar filings and notices in other jurisdictions and related expenses incurred to make or obtain any approval, clearance or notice under any applicable Antitrust Law (including under the HSR Act) or other applicable Law, provided that Parent will be responsible for payment of the applicable filing fees for the filings required under the HSR Act and such other Antitrust Laws. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.65.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Merger, each of Parent, Purchaser and the Company shall will cooperate in all respects with each other and shall will use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) If, prior to the Effective Time (i) the U.K. Competition and Markets Authority (the “CMA”) indicates in writing to Parent that it has decided to formally investigate the Merger and, accordingly, requests Parent to submit a merger notice in the form prescribed under the Enterprise Act 2002, (ii) the European Commission (the “EC”) indicates in writing to Parent that a member state of the European Union or the EC is making, or has made, a referral of the Merger to the EC under Article 22 of the EU Merger Regulation or (iii) a merger control review is initiated or commenced by a Governmental Body listed on Section 5.6(d) of the Company Disclosure Letter, then, Parent shall provide to the Company a copy of such written indication or filing, form or other submission as promptly as practicable after its receipt or submission thereof, as applicable, and if such indication or filing, form or other submission shall have been so provided, approval of the Merger by the CMA under the Enterprise Act of 2002 or the EC under Article 22 of the EU Merger Regulation or such other Governmental Authority under the applicable Law in its jurisdiction, as the case may be, shall thereupon be deemed to be added to Section 6.1(a) of the Company Disclosure Letter. (e) Prior to the Acceptance Effective Time, the Company shall each party will use its commercially reasonable best efforts to obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by this AgreementContemplated Transactions; provided that provided, that, in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration (other than any such fee, penalty or other consideration that Parent advances to the Company) or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as reasonably possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing Filing of a Notification and Report Form pursuant to the HSR Act and all other filings Filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the filing Company and Parent in writing, the Filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), ) and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing Filing or notification required or advisable under the German and Austrian foreign Antitrust Laws within fifteen ten (1510) Business Days after the date hereofof this Agreement, unless otherwise agreed to by the Company and Parent in writing. The Parties parties also shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and may provide to the other Parties in advanceparties on a counsel-only basis as necessary, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Laws. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Parent shall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or Notwithstanding anything in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior this Agreement to the Outside Date; providedcontrary, however, that, notwithstanding nothing in this Section 6.6(b) 5.6 or anything to the contrary elsewhere in this AgreementAgreement shall be deemed to require Parent, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company toto (i) offer, negotiate, commit to to, or effect, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective its Subsidiaries), or (2) and any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective its Subsidiaries)) or (ii) contest, defend, or appeal any threatened or pending preliminary or permanent injunction or other thanorder, in each casedecree, to or ruling or statute, rule, regulation, or executive order that would adversely affect the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required ability of any party hereto to consummate the MergerOffer and the Merger and taking other actions to prevent the entry, enactment, or promulgation thereof, if any such actions that would not, and would not reasonably be expected toaction described in subparts (i) or (ii) of this Section 5.6 would, individually or in the aggregate, materially reasonably be expected to have (A) a material adverse effect on the business, assets or financial condition of Parent and adversely affect its Subsidiaries or Affiliates, taken as a whole, after giving effect to the business Contemplated Transactions or (B) a material adverse effect on the business, assets or financial condition of the Company, Surviving Corporation ; it being understood that a request for information or documentary material pursuant to the HSR Act shall not in itself constitute a material adverse effect under this Section 5.6(b). Parent and their respective Subsidiaries. Nothing in this Agreement the Company shall require any party each pay one-half of the filing fees for the Notification and Report Forms filed under the HSR Act and all other filings required pursuant to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any the applicable foreign Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the ClosingLaws. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.65.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Merger, each of Parent, Purchaser Purchaser, and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Time, the Company each party shall use its reasonable best efforts (subject to, and in accordance with, applicable Law) to obtain any consents, approvalstake promptly, or waivers cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Offer, the Merger and the Contemplated Transactions, including (i) obtaining any Approvals of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by Contemplated Transactions, (ii) defending any Action challenging this AgreementAgreement or the consummation of the Contemplated Transactions and (iii) executing and delivering any additional instruments necessary to consummate the Contemplated Transactions; provided that provided, that, in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver Approvals required with respect to any such ContractContract (for the avoidance of doubt, excluding filing fees required to be paid to a Governmental Body).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as reasonably possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing Filing of a Notification and Report Form pursuant to the HSR Act and all other filings Filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the filing Company and Parent in writing, the Filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), ) and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing Filing or notification required or advisable under the German and Austrian foreign Antitrust Laws within fifteen ten (1510) Business Days after the date hereofof this Agreement, unless otherwise agreed to by the Company and Parent in writing. The Parties parties hereto also shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and may provide to the other Parties in advanceparties on a counsel-only basis as necessary, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party hereto of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Laws. Any such disclosures or provision of copies by one Party party hereto to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (b) Notwithstanding anything in this Agreement to the contrary, Parent shall use reasonable best efforts toshall, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) Laws to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental EntityBody, in each case, to cause the Merger to occur prior to the Outside Date; as promptly as possible, provided, however, that, notwithstanding that nothing in this Section 6.6(b) 5.7 or anything to the contrary elsewhere in this AgreementAgreement shall be deemed to require Parent, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company toto (i) offer, negotiate, commit to to, or effect, by consent decree, hold separate order order, or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective its Subsidiaries), or (2) and any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective its Subsidiaries)) or (ii) contest, defend, or appeal any threatened or pending preliminary or permanent injunction or other thanorder, in each casedecree, to or ruling or statute, rule, regulation, or executive order that would adversely affect the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required ability of any party hereto to consummate the MergerMerger and taking other actions to prevent the entry, enactment, or promulgation thereof, if any such actions that would not, and would not reasonably be expected toaction described in subparts (i) or (ii) of this Section 5.7(b) would, individually or in the aggregate, materially reasonably be expected to have (A) a material adverse effect on the business, assets or financial condition of Parent and adversely affect its Subsidiaries or Affiliates, taken as a whole, after giving effect to the business Contemplated Transactions or (B) a material adverse effect on the business, assets or financial condition of the Company, Surviving Corporation ; it being understood that a request for information or documentary material pursuant to the HSR Act shall not in itself constitute a material adverse effect under this Section 5.7(b). Parent and their respective Subsidiaries. Nothing in this Agreement the Company shall require any party each pay one-half of the filing fees for the Notification and Report Forms filed under the HSR Act and all other filings required pursuant to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any the applicable foreign Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the ClosingLaws. (c) Without limiting the obligations in clauses (a) and (b) of this Section 6.65.7, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity Body challenging the Offer or the Merger, each of Parent, Purchaser Merger Sub, and the Company shall cooperate in all respects with each other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Offer or the Merger. (d) Prior to the Acceptance Effective Time, the Company each party hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable Law) to obtain any consents, approvalstake promptly, or waivers cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the Contemplated Transactions, including (i) obtaining any Approvals of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the transactions contemplated by this Agreement Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance, or consummation of the transactions contemplated by Contemplated Transactions, (ii) defending any Action challenging this AgreementAgreement or the consummation of the Contemplated Transactions and (iii) executing and delivering any additional instruments necessary to consummate the Contemplated Transactions; provided that provided, that, in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver Approvals required with respect to any such ContractContract (for the avoidance of doubt, excluding filing fees required to be paid to a Governmental Body). Each party hereto shall promptly deliver to the other party a copy of each such filing made, each such notice given and each such consent obtained by such party prior to the Effective Time.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to obtain any consents, approvals or waivers of third parties with respect to any Material Contracts to which the Company or any of its Subsidiaries is a party as may be necessary for the consummation of the Transactions or required by the terms of any Material Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall of the Company, Parent and Merger Sub shall, as promptly as practicable, use its commercially reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, Sub shall (i) make an all appropriate filing of a Notification filings and Report Form pursuant to submissions under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) later than 10 Business Days after the date hereof with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) use commercially reasonable efforts to obtain as promptly as practicable the termination of this Agreement)any waiting period under the HSR Act and any applicable foreign Antitrust Laws, and (iiiii) cooperate and consult with each other in (A) determining which filings are required to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant made prior to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other Parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and related agreements and consummation of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer transactions contemplated hereby and the Merger, thereby and (B) unless prohibited by applicable Law timely making all such filings and timely seeking all such consents, approvals, permits, notices or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithauthorizations. (b) Parent shall use reasonable best In connection with the efforts toreferenced in Section 6.09(a), each of the Company, on the one hand, and shall cause Parent and Merger Sub, on the other hand, will (i) cooperate in all respects with each of its Subsidiaries and Affiliates to use their reasonable best efforts to, take any and all actions necessary to obtain any consents, clearances, or approvals required under or other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the HSR Actother party reasonably informed of any communication received by such party from, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amendedor given by such party to, the Federal Trade Commission Act(the “FTC”), as amendedthe Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Transactions and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other federalGovernmental Authority or, state or foreign lawin connection with any proceeding by a private party, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws”) to enable all waiting periods under applicable Antitrust Laws to expirewith any other Person, and to avoid the extent permitted by the FTC, the DOJ or eliminate impediments under such other applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date; provided, however, that, notwithstanding this Section 6.6(b) or anything to the contrary in this Agreement, Parent shall not have any obligation to (or to cause any of its Subsidiaries or Affiliates or the Company to) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license, Authority or other disposition of any Person, give the other party the opportunity to attend and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent participate in such meetings and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), or (2) any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and their respective Subsidiaries), other than, in each case, to the extent necessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, such actions that would not, and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the business of the Company, Surviving Corporation and their respective Subsidiaries. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining required approval or clearance under any applicable Antitrust Laws unless the effectiveness of such agreement or action is conditioned upon the Closingconferences. (c) Without limiting In furtherance and not in limitation of the obligations covenants of the parties contained in clauses (aSection 6.09(a) and (b) of this Section 6.66.09(b), in if any objections are asserted with respect to the event that Transactions under any administrative Antitrust Law or judicial action or proceeding if any suit is instituted (or threatened to be instituted) by a the FTC, the DOJ or any other applicable Governmental Entity Authority or any private party challenging any of the Offer Transactions as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the Mergerconsummation of the Transactions, each of Parent, Purchaser Merger Sub and the Company shall cooperate in all respects with each other and shall use its commercially reasonable best efforts to contest and resist resolve any such action objections or proceeding and suits so as to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts permit consummation of the Offer Transactions, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the Mergerconsummation of the Transactions. (d) Prior to the Acceptance Time, Parent and the Company shall use its reasonable best efforts to obtain any consents, approvals, or waivers of third parties prepare and submit a joint voluntary notice with respect to any Contracts the Transactions to which it or a Subsidiary the Committee on Foreign Investment in the United States (“CFIUS”), pursuant to Section 721 of the Company is a party Defense Production Act of 1950, as may be necessary for the consummation of the transactions contemplated by this Agreement or required amended by the terms Foreign Investment and National Security Act of any Contract 2007, as a result of the executionamended (“FINSA”), performance, or consummation of the transactions contemplated by this Agreement; provided that in no event will the Company or its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval, or waiver required with respect to any such Contract.and the